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UNITED STATES DISTRICT COURT
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CENTRAL DISTRICT OF CALIFORNIA
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7
MAINE STATE RETIREMENT
8 SYSTEM, Individually and On Behalf Case No. 2:10-cv-00302-MRP-MANx
of All Others Similarly Situated
9 ORDER RE: MOTIONS TO DISMISS
Plaintiff, AMENDED CLASS ACTION
10
v. CONSOLIDATED COMPLAINT
11
12 COUNTRYWIDE FINANCIAL
CORPORATION, et al.
13
14 Defendants.
15
16 I. INTRODUCTION AND BACKGROUND
17 From 2005 to 2007, Countrywide was the nation’s largest residential mortgage
18 lender. AC ¶ 4. During that period, Countrywide originated and purchased residential
19 mortgages and home equity lines of credit (“HELOC”) through its subsidiary
20 Countrywide Home Loans (“CHL”). Id. at ¶ 28. Between 2005 and 2007, CHL
21 originated or purchased a total of approximately $1.4 trillion in mortgage loans. See
22 Countrywide Fin. Corp. 2007 SEC Form 10-K (filed Feb. 29, 2008) at 29.1
23 Countrywide’s core business was to originate and purchase residential mortgage loans,
24 which it then sold into the secondary market, principally to make up pools of mortgage-
25 backed securities (“MBS”).
26
27
1
28 The Court takes judicial notice of public documents filed with the Securities Exchange
Commission. Dreiling v. Am. Express Co., 458 F.2d 942, 946 n.2 (9th Cir. 2006).
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1 Plaintiffs filed this putative class action individually and “on behalf of a class of
2 all persons or entities who purchased or otherwise acquired beneficial interests in” certain
3 MBS in the form of certificates issued in 427 separate offerings (the “Offerings”)
4 between January 25, 2005 and November 29, 2007 “pursuant and/or traceable to the
5 Offering Documents” and were damaged thereby. AC ¶¶ 1, 186. The claims are brought
6 against the Countrywide Defendants2 pursuant to Sections 11, 12 and 15 of the Securities
7 Act of 1933. Plaintiffs contend the Countrywide Defendants made materially untrue or
8 misleading statements or omissions regarding Countrywide’s loan origination practices in
9 public offering documents associated with 427 separate offerings. Also named as
10 defendants are Bank of America, Countrywide special-purpose issuing trusts, several
11 current or former Countrywide officers and directors, and a number of banks that served
12 as underwriters on one or more of the offerings at issue.
13 On May 14, 2010, the Court appointed Iowa Public Employees’ Retirement
14 System (“IPERS”) as Lead Plaintiff in this action because it had the greatest financial
15 interest. Docket No. 120. On July 13, 2010, IPERS and three other institutions3, which
16 joined as named plaintiffs (collectively, “Plaintiffs”), filed an Amended Consolidated
17 Class Action Complaint (“AC”). Docket No. 122. All defendants filed motions to
18 dismiss the AC. After the motions were fully briefed, the Court heard extensive oral
19 argument on October 18, 2010. The Court DISMISSES the action without prejudice on
20 the basis of standing and the statute of limitations. Plaintiffs will have thirty (30) days to
21 amend their pleading. Although there are many other flaws in the AC, the Court reserves
22 judgment on the remaining issues until after Plaintiffs have cured the chief pleading
23 deficiencies which are potentially dispositive of this action.
24
2
25 The operative complaint refers to Countrywide Financial Corporation (“CFC”), Countrywide
Securities Corporation (“CSC”), Countrywide Home Loans (“CHL”), Countrywide Capital
26 Markets (“CCM”) as the “Countrywide Defendants.” Plaintiffs also purport to include Bank of
27 America, and NB Holdings Corp. in this category.
3
The additional named plaintiffs are the General Board of Pension and Health Benefits of the
28 United Methodist Church, Orange County Employees’ Retirement System, and Oregon Public
Employees’ Retirement System.
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1 II. THE STATE LITIGATION

2 This action was commenced on January 14, 2010, nearly five years after the
3 earliest challenged Offering and more than two years after the last challenged Offering.
4 Docket No. 1. The plaintiffs and law firms that filed this action in federal court had
5 previously litigated a separate case, involving the same group of Offerings, in California
6 Superior Court. That case, Luther v. Countrywide Home Loans Servicing LP, No. BC
7 380698 (Cal. Super. Ct.) was dismissed with prejudice on January 6, 2010, when the
8 Superior Court sustained a demurrer to the complaint. The Superior Court held that the
9 Securities Litigation Uniform Standards Act of 1998 (“SLUSA”) gave the federal courts
10 exclusive subject matter jurisdiction over class action claims under the Securities Act of
11 1933. A week later, the plaintiffs filed this action in federal court and now argue that the
12 existence of the first state court putative class action lawsuit tolled the statute of
13 limitations for this action under the American Pipe4 tolling doctrine.
14 At the time that Luther was dismissed, the state court case was a consolidation of
15 the original Luther action, which was filed on November 14, 2007, Countrywide
16 Defendants’ Request for Judicial Notice (“CW RJN”) Exh. 25, and a separate suit,
17 Washington State Plumbing and Pipefitting Pension Trust v. Countrywide Financial
18 Corp. et al., No. BC 392571 (Cal. Super. Ct.) filed on June 12, 2008, CW RJN Exh. 27.
19 The Luther complaint had been amended on September 9, 2008. CW RJN Exh. 26.
20 Luther and Washington State were consolidated on October 16, 2008 when a
21 consolidated complaint was filed which encompassed the same 427 Offerings at issue in
22 this case. CW RJN Exh. 28. During the process of amendment and consolidation of
23 these two cases, parties and claims were dropped and added. Plaintiffs have offered no
24 explanation of precisely how the state litigation has preserved their claims before this
25 Court, nor has it offered any explanation of how the parties named in this case are
26 individually affected by the amendments in the state case.
27
28
4
American Pipe & Construction Co. v. Utah, 414 U.S. 538 (1974).
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1 III. DISCUSSION
2 As stated, there are numerous problems caused by the generality of the allegations
3 in the AC, many of which Defendants have pointed out in their comprehensive motions
4 to dismiss. Defendants have raised many meritorious issues, and the Court will not
5 resolve them all in this Order. However, there are two threshold issues that the Court will
6 address: standing and the statute of limitations. Today, the Court GRANTS the motion to
7 dismiss with leave to amend on the grounds of the statute of limitations and standing.
8 The Court will rule on the remaining issues after Plaintiffs have amended their complaint
9 to: (1) eliminate those securities for which the named Plaintiffs do not have standing, (2)
10 eliminate those individual defendants and claims for which the statute of limitations has
11 expired, and (3) allege with specificity which securities have benefitted from tolling by
12 the filing of which complaints during which time period.5 In other words, Plaintiffs must
13 trace their claims back to their accrual date and identify the putative class action that they
14 claim has tolled the statute of limitations for each of their claims.
15 A. MOTION TO DISMISS STANDARD
16 Under Federal Rule of Civil Procedure 12(b)(6), a district court must dismiss a
17 complaint if it fails to state a claim upon which relief can be granted. To survive a
18 motion to dismiss, the plaintiff must allege “enough facts to state a claim to relief that is
19 plausible on its face.” Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570 (2007). This “facial
20 plausibility” standard requires the plaintiff to allege facts that add up to “more than a
21 sheer possibility that a defendant has acted unlawfully.” Ashcroft v. Iqbal, 129 S.Ct.
22 1937, 1949 (2009). In deciding whether the plaintiff has stated a claim, the Court must
23 assume the plaintiff’s allegations are true and draw all reasonable inferences in the
24 plaintiff’s favor. Usher v. City of Los Angeles, 828 F.2d 556, 561 (9th Cir. 1987).
25 However, the Court is not required to accept as true “allegations that are merely
26
27 5
Although the Court does not today rule on defendant Eric P. Sieracki’s motion to strike (Docket
28 No. 145), the Court notes that the AC could be considerably condensed. The AC contains
superfluous allegations, many of which are derived from complaints in other lawsuits.
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1 conclusory, unwarranted deductions of fact, or unreasonable inferences.” In re Gilead

2 Scis. Sec. Litig., 536 F.3d 1049, 1055 (9th Cir. 2008). A court reads the complaint as a
3 whole, together with matters appropriate for judicial notice, rather than isolating
4 allegations and taking them out of context. Tellabs, Inc. v. Makor Issues & Rights, Ltd.,
5 551 U.S. 308 (2007).
6 B. STANDING
7 Standing is a threshold question in every federal case because it determines the
8 power of the court to entertain the suit. Warth v. Seldin, 422 U.S. 490, 498 (1975). To
9 establish constitutional standing, a plaintiff must demonstrate that it has personally
10 suffered an injury in fact that is fairly traceable to a defendant’s alleged misconduct and
11 is likely to be redressed by a decision in the plaintiff’s favor. Lujan v. Defenders of
12 Wildlife, 504 U.S. 555, 560-561 (1992). In a class action, the lead plaintiffs must show
13 that they personally have been injured, “not that injury has been suffered by other,
14 unidentified members of the class to which they belong and which they purport to
15 represent.” Warth, 422 U.S. at 502. Undeniably, “[a] plaintiff may not avoid the
16 standing inquiry merely by styling his suit as a class action.” Forsythe v. Sun Life Fin.,
17 Inc., 417 F. Supp. 2d 100, 119 (D. Mass. 2006).
18 Every court to address the issue in a MBS class action has concluded that a
19 plaintiff lacks standing under both Article III of the U.S. Constitution and under Sections
20 11 and 12(a)(2) of the 1933 Act to represent the interests of investors in MBS offerings in
21 which the plaintiffs did not themselves buy.6 Under Article III, Plaintiffs lack standing
22
23 6
E.g., In re IndyMac Mortgage-Backed Securities Litig., --- F. Supp. 2d ----, 2010 WL 2473243,
at *3 (S.D.N.Y. June 21, 2010); Public Employees’ Retirement System of Mississippi v. Merrill
24
Lynch, --- F. Supp. 2d ----, 2010 WL 2175875, at *3 (S.D.N.Y. June 1, 2010); In re Wells Fargo
25 Mortgage-Backed Certificates Litig., 712 F. Supp. 2d 958, 965 (N.D. Cal. 2010); City of Ann
Arbor Employees’ Retirement System. v. Citigroup Mortgage Loan Trust, Inc., 703 F. Supp. 2d
26 253, 260-61 (E.D.N.Y. 2010); Mass. Bricklayers & Masons Fund v. Deutsche Alt-A Securities,
27 2010 WL 1370962, at *1 (E.D.N.Y. 2010); New Jersey Carpenters Vacation Fund v. Royal Bank
of Scotland Group, PLC, --- F. Supp. 2d ----, 2010 WL 1172694, at *7-8 (S.D.N.Y. Mar. 26,
28 2010); In re Lehman Bros. Secs. and ERISA Litig., 684 F. Supp. 2d 485, 490 (S.D.N.Y. 2010);
Plumbers' Union Local No. 12 Pension Fund v. Nomura Asset Acceptance Corp., 658 F. Supp.
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1 because they have no personal stake in the outcome and have suffered no injury from
2 offerings which they did not purchase. Similarly, the 1933 Act provides a private right of
3 action for only a narrow group of persons. A Section 11 claim can be asserted only by
4 “any person acquiring such security.” 15 U.S.C. § 77k(a); In re Wells Fargo Mortgage-
5 Backed Certificates Litigation, 712 F. Supp. 2d 958, 963 (N.D. Cal. 2010) (“To have
6 standing to bring suit under Section 11, a plaintiff must have purchased a security
7 actually issued in the offering for which the plaintiff claims there was a false or otherwise
8 misleading registration statement. The burden of tracing shares to a particular public
9 offering rests with plaintiffs.”) Similarly, a Section 12(a)(2) claim can be asserted only
10 by “the person purchasing such security.” 15 U.S.C. § 77l(a). Federal courts have
11 consistently dismissed 1933 Act claims related to offerings in which the plaintiffs did not
12 purchase for lack of statutory standing.7
13
14 2d 299, 303-04 (D. Mass. 2009); In re Wash. Mut., Inc. Sec., Derivative & ERISA Litig., 259
F.R.D. 490, 504 (W.D. Wash. 2009); In re Salomon Smith Barney Mutual Fund Fees Litig., 441
15
F. Supp. 2d 579, 607 (S.D.N.Y. 2006).
16 7
E.g., Public Employees’ Retirement System of Mississippi v. Merrill Lynch, --- F. Supp. 2d ----,
17 2010 WL 2175875, at *6 (S.D.N.Y. June 1, 2010) (“As with Section 11, liability under Section
12(a)(2) is strict liability, but once again this is offset by the short statute of limitations and by
18 limiting standing to bring a Section 12(a)(2) claim to persons who have directly purchased the
19 securities from the underwriting defendants in the subject public offering(s), and not in the
secondary market.”); In re Wells Fargo Mortgage-Backed Certificates Litig., 712 F. Supp. 2d
20 958, 963-66 (N.D. Cal. 2010) (“To have standing to bring suit under Section 11, a plaintiff must
have purchased a security actually issued in the offering for which the plaintiff claims there was
21
a false or otherwise misleading registration statement. The burden of tracing shares to a
22 particular public offering rests with plaintiffs.”); City of Ann Arbor Employees’ Retirement
System. v. Citigroup Mortgage Loan Trust, Inc., 703 F. Supp. 2d 253, 260 (E.D.N.Y. 2010) (“In
23 addition to Constitutional standing, a Plaintiff alleging a violation of Sections 11 or 12(s) must
satisfy statutory standing requirements. Section 11 requires a plaintiff to show that he was a
24
purchaser of the security at issue. As to Section 12, a plaintiff must show, as referred to above,
25 that the defendant is a ‘statutory seller.’” (internal citations omitted)); Mass. Bricklayers &
Masons Fund v. Deutsche Alt-A Securities, 2010 WL 1370962, at *1 (E.D.N.Y. 2010); Plumbers'
26 Union Local No. 12 Pension Fund v. Nomura Asset Acceptance Corp., 658 F. Supp. 2d 299, 304-
27 05 (D. Mass. 2009) (“A plaintiff has standing to bring a section 12(a)(2) claim only against the
person or entity from whom he directly purchased a security, including one who engaged in
28 active solicitation of an offer to buy.” (internal quotation marks and citation omitted)); In re
Wash. Mut., Inc. Sec., Derivative & ERISA Litig., 259 F.R.D. 490, 504 (W.D. Wash. 2009).
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1 Relying on this Court’s decision in In re Countrywide Fin. Corp. Sec. Litig., 588
2 F. Supp. 2d 1132, 1166 (C.D. Cal. 2008), Plaintiffs argue that they have standing to sue
3 over any offering issued pursuant to a common registration statement. Plaintiffs are
4 mistaken. In re Countrywide Fin. Corp. Sec. Litig. was a shareholder suit brought on
5 behalf of those who invested in Countrywide’s business, and is thus distinguishable. The
6 present suit is brought on behalf of those who invested in MBS. Each MBS is backed by
7 a pool of unique loans, and the representations made in the prospectus supplements
8 accompanying the issuance of those securities are themselves unique, focused on the
9 specific loans underlying each offering and the specific underwriting standards and
10 origination practices in effect at the time those specific loans were originated. Even
11 where there is a common shelf registration statement, that statement contained only an
12 illustrative form of a prospectus supplement. It was the final prospectus supplement filed
13 with the SEC “[a]t the effective date of the offering of the Certificates” that contained “a
14 description of the mortgage pool underlying the Certificates and the underwriting
15 standards by which the mortgages were originated.” AC ¶ 161. In this case, Plaintiffs’
16 claims rely on separate disclosures or omissions made for each Offering in the individual
17 prospectus supplements.
18 For the reasons stated in In re Wells Fargo Mortgage-Backed Certificates
19 Litigation and In re Lehman Bros. Mortgage-Backed Securities Litigation, Plaintiffs have
20 standing only with respect to the 81 Offerings in which the named plaintiffs purchased.
21 In re Wells Fargo Mortgage-Backed Certificates Litig., 712 F. Supp. 2d 958, 965 (N.D.
22 Cal. 2010); In re Lehman Bros. Secs. and ERISA Litig., 684 F. Supp. 2d 485, 490
23 (S.D.N.Y. 2010). Consequently, Plaintiffs must replead their causes of action with
24 respect to securities actually purchased by Plaintiffs. If Plaintiffs seek to represent
25 investors in all tranches, they must also specify in which tranches they invested. As
26 another district court aptly explained:
27
28 Given the length of the amended complaint in this matter, and the fact that
most of Plaintiffs’ claims have been dismissed on the ground that Plaintiffs
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1 lack standing, the court gives Plaintiffs leave to re-plead the causes of
action that remain. The amended pleading (which will be the second such
2 pleading) shall plead only the causes of action with respect to securities
3 actually purchased by Plaintiffs. With respect to those Trusts, Plaintiffs
shall specify in the pleading the tranches in which they invested. . . . Such
4
pleading will put the court in a better position from which to evaluate the
5 merits of the claims alleged . . . .
6 Mass. Bricklayers & Masons Fund v. Deutsche Alt-A Securities, 2010 WL
7 1370962, at *1 (E.D.N.Y. April 6, 2010).
8 C. STATUTE OF LIMITATIONS
9 With respect to Section 11 and 12(a)(2) claims, Section 13 of the 1933 Act
10 instructs:
No action shall be maintained to enforce any liability created under section
11
77k [Section 11] or 77l(a)(2) [Section 12(a)(2)] of this title unless brought
12 within one year after the discovery of the untrue statement or omission, or
13 after such discovery should have been made by the exercise of reasonable
diligence. . . . In no event shall any such action be brought to enforce a
14 liability created under section 77k or 77l(a)(1) of this title more than three
15 years after the security was bona fide offered to the public, or under section
77l(a)(2) of this title more than three years after the sale.
16
17 15 U.S.C. § 77m.
18 The filing of the Luther complaint on November 14, 2007, which contained claims
19 with respect to the CWALT Offerings only, establishes that Plaintiffs discovered the
20 basis of their CWALT claims before November 14, 2007. See CW RJN Exh. 25. The
21 filing of the Washington State complaint on June 12, 2008, which contained essentially
22 the same claims with respect to all 427 Offerings at issue in this case, establishes
23 Plaintiffs discovered the basis of all of their claims before June 12, 2008. See CW RJN
24 Exh. 27. Therefore, the one-year limitations period clearly appears to have expired for all
25 the Offerings identified in Luther and Washington State because this lawsuit was filed on
26 January 14, 2010.
27 Because the statute of repose bars suit more than three years after a security was
28 bona fide offered to the public, Plaintiffs are prohibited from bringing Section 11 claims
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1 on any Offering that occurred before January 2007 and Section 12(a)(2) claims on any
2 Offerings which were sold January 2007. For Section 11 claims based on registered
3 securities, the relevant date is either the date of registration or the date of the prospectus
4 supplement, depending on whether the registration statement was filed before or after
5 December 1, 2005.8 For Section 12(a)(2) claims, a sale occurs when the parties enter into
6 a binding contract for the sale of a security and become obligated to perform. Finkel v.
7 Stratton Corp., 962 F.2d 169, 173 (2d Cir. 1992); Amoroso v. S.W. Drilling Multi-Rig
8 Partnership No. 1. 646 F. Supp. 141, 143 (N.D. Cal. 1986). These dates may be
9 determined as a matter of law and the Court requires the Plaintiffs to plead with respect to
10 each security they allege to have purchased, on what date the security was bona fide
11 offered to the public so the Court may determine for which securities the statute of repose
12 bars suit.
13 1. Tolling
14 First, the Court accepts Plaintiffs’ general proposition that they are entitled to
15 tolling under the doctrine of American Pipe & Construction Co. v. Utah, 414 U.S. 538
16 (1974), and its progeny. In American Pipe, a putative class action was filed in district
17 court, but was ultimately not certified because the district court found that the Rule 23
18 requirement of numerosity had not been met. The Supreme Court held that the statute of
19 limitations was tolled as to litigants who had sought to intervene to pursue claims that
20 were encompassed by the class action. See generally 414 U.S. at 550. In Crown, Cork &
21
22 8
For MBS Offerings pursuant to shelf registration statements filed before December 1, 2005, the
23 relevant “offering” date is the effective date of the registration statement. See Finkel v. Stratton
Corp., 962 F.2d 169, 173 (2d Cir. 1992). The Securities Offering Reform, adopted by the SEC
24
effective December 1, 2005, changed the rules regarding the statute of repose trigger date for
25 shelf offerings as they relate to Section 11 liability for issuers and underwriters, but not as they
relate to directors and officers. 17 C.F.R. §§ 230.430B(f)(2), 230.430B(f)(4); see In re
26 Countrywide Fin. Corp. Secs. Litig., 2009 WL 943271, at *6-7 (C.D. Cal. Apr. 26, 2009). The
27 new trigger date for MBS offerings pursuant to shelf registration statements filed on or after
December 1, 2005 is the date of the prospectus supplement. However, with respect to directors
28 and signing officers, the relevant date remains the effective date of the shelf registration
statement.
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1 Seal, the Supreme Court extended the tolling ruling to the individual claims of any person
2 who was a member of the purported class, not just to those who had sought to intervene.
3 462 U.S. 345, 350 (1983). In both cases, the litigants seeking tolling were individual
4 plaintiffs who sought to bring the same claims as those asserted in the class action
5 lawsuit. Later, the Ninth Circuit extended the rule to permit an unsuccessful putative
6 class action to toll for a subsequent putative class action where the plaintiffs were not
7 attempting to relitigate a an earlier denial of class certification, dismissal did not result
8 from an adverse decision on the merits, the claims were within the scope of the earlier
9 suit, and plaintiffs at all times vigorously pursued the litigation. Catholic Social Services,
10 Inc. v. Immigration and Naturalization Service, 232 F.3d 1139, 1149 (9th Cir. 2002) (en
11 banc).
12 Defendants urge the Court to hold that because American Pipe is rooted in Federal
13 Rule of Civil Procedure 23, the doctrine applies only when the first putative class action
14 lawsuit is filed in federal court, and thus does not apply here where the first action was
15 filed in California state court. The Ninth Circuit has not addressed this particular issue,
16 and this Court has devoted substantial time to its consideration. Certainly, the topic
17 deserves lengthy written analysis, which the Court intends to provide at a later date. For
18 the purposes of this Order, however, the Court merely indicates that it has concluded
19 American Pipe tolling applies in this case.
20 Moreover, the Court rejects Defendants’ argument that American Pipe tolling does
21 not apply to the statute of repose. Defendants’ reliance on Lampf is misplaced because
22 there the Supreme Court addressed the equitable tolling doctrine of fraudulent
23 concealment. Lampf, Pleva, Lipkind, Prupis & Petigrow v. Gilbertson, 501 U.S. 350,
24 363 (1991). Other courts have already recognized the distinction between the fraudulent
25 concealment tolling doctrine, which was incorporated into the one-year/three-year
26 structure of the statute of limitations, and American Pipe tolling, which is sometimes
27 referred to as “legal tolling”. See Joseph v. Wiles, 223 F.3d 1155, 1167-68 (10th Cir.
28
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1 2000); Arivella v. Lucent Technologies., Inc., 623 F. Supp. 2d 164, 177-78 (D. Mass.
2 2009) (collecting cases).
3 2. Tolling Depends on Standing
4 Second, the Court does agree with Defendants that the tolling applies only to
5 securities where the named plaintiffs had actual standing to bring the lawsuit. Although
6 Plaintiffs object that such a rule would place an onerous and impossible burden on a
7 putative class member to determine whether the named plaintiffs upon which they are
8 relying to protect their rights have standing to do so, the Court follows multiple other
9 courts that have held in federal cases that the statute is tolled only as to claims where the
10 named plaintiffs had standing. E.g., In re Wells Fargo Mortgage-Backed Certificates
11 Litig., No. 09-cv-01376-LHK, 2010 WL 4117477, at *7-8 (N.D. Cal. Oct. 19, 2010);
12 Boilermakers Nat’l Annuity Trust Fund v. WAMU Mortg. Pass Through Certificates, No.
13 09-cv-00037, slip op. at 15-16 (W.D. Wash. Sept. 28, 2010); Palmer v. Stassinos, 236
14 F.R.D. 460, 465 (N.D. Cal. 2006); Walters v. Edgar, 163 F.3d 430, 432 (7th Cir. 1998).
15 This Court shares the concern of other district courts that extending American Pipe
16 tolling to class action claims the original named plaintiffs had no standing to bring will
17 encourage filings made merely to extend the period in which to find a class
18 representative. See In re Wells Fargo Mortgage-Backed Certificates Litig., 2010 WL
19 4117477, at *8.
20 That the preceding litigation occurred in state court, where the state court has in
21 some cases ignored standing issues until the class certification stage, makes no difference
22 to this Court’s analysis. See Plaintiffs’ Opposition Brief at 36 n.21. This case is
23 distinguishable from the California case law on which Plaintiffs rely because both this
24 case and the litigation which preceded it contain only federal claims under the Securities
25 Act of 1933. Luther and Washington State, the state court cases upon which Plaintiffs
26 rely for tolling of the statute of limitations, always contained only three federal claims.
27 See CW RJN Exs. 25-28. This is a federal lawsuit and was a lawsuit over federal claims
28 even when litigated in state court. The three Securities Act statutes at issue contain their
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1 own standing requirements which the state court could not and would not have ignored.
2 Any putative class member relying on Luther and/or Washington State can fairly be
3 expected to understand that such a lawsuit would require a named plaintiff with standing
4 to protect their claims.
5 3. Adequacy of Pleading
6 Third, the Court agrees with Defendants that Plaintiffs have not adequately
7 pleaded their reliance on American Pipe tolling to preserve their claims. Defendants have
8 been very specific in their arguments about why the statute of limitations bars many of
9 Plaintiffs’ claims, even if American Pipe applies to permit tolling during the pendency of
10 the state law claims.9 In fact, some individual defendants have made a persuasive case
11 for why they should be eliminated from the lawsuit even if American Pipe applies.
12 Plaintiffs, however, failed to state in the AC that the statute of limitations is tolled and
13 have only generally stated in their opposition brief and at oral argument that Luther
14 and/or Washington State toll the statute of limitations on Plaintiffs’ claims.10 The Court
15 requires the Plaintiffs to explain in the AC on what basis Plaintiffs believe their claims
16 have been tolled, and the effect of this tolling on individual claims and individual
17 defendants.
18 Plaintiffs argue that the law does not require them to plead compliance with the
19 statute of limitations because the statute of limitations is an affirmative defense.
20 However, the Court finds the AC will not suffice as it is. The Court has before it
21 numerous parties and numerous securities. Because of the complicated procedural
22 history of the Luther case—and in particular the timing of the addition and subtraction of
23
24 9
Plaintiffs ask the Court to disregard the contents of Tabs 1-10 of the Countrywide Defendants’
25 Appendix in Support of Their Motion to Dismiss because, they argue, “the Court is capable of
synthesizing information.” Docket No. 183 at 3 n.1. The Court is, indeed, capable of
26 synthesizing information if Plaintiffs had provided any. As explained herein, Plaintiffs have
27 provided no information for the Court to synthesize with respect to the timeliness of their claims,
which on their face appear barred by the statute of limitations.
10
28 Plaintiffs refer to the timeliness of their claims in paragraphs 220 and 230 of the AC.
Plaintiffs do not mention that they rely on tolling to preserve the claims.
-12-
EXHIBIT 1 -18-
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1 various parties and claims—Plaintiffs must point to what lawsuit they rely upon to toll
2 the claims of each named investor and at what point each claim accrued against each
3 defendant in order to show the Court that their claims are plausible. See Iqbal, 129 S.Ct.
4 1937, 1949 (2009).
5 D. JPMORGAN IS DISMISSED
6 The Court GRANTS JPMorgan’s motion to dismiss. Docket No. 159. Plaintiffs
7 name JPMorgan Chase & Co. (“JPMorgan”) in its purported capacity as “successor-in-
8 interest” to Bear, Stearns & Co. Inc. (“Bear Stearns”), which allegedly underwrote a
9 portion of certain of the Trusts. AC ¶¶ 42, 55. However, Plaintiffs allege that Bear
10 Stearns merged with J.P. Morgan Securities, Inc. (“JPMSI”), a wholly-owned subsidiary
11 of JPMorgan, not with JPMorgan itself. AC ¶ 42. Thus, JPMorgan cannot be the
12 successor-in-interest to Bear Stearns, if Plaintiffs allege JPMSI is the successor-in-
13 interest. Plaintiffs allege JPMorgan is the corporate parent of JPMSI, AC ¶ 42, however
14 corporate parents are not vicariously liable for the acts of their subsidiaries. United
15 States v. Bestfoods, 524 U.S. 51, 61 (1998) (“It is a general principle of corporate law
16 deeply ingrained in our economic and legal systems that a parent corporation (so-called
17 because of control through ownership of another corporation’s stock) is not liable for the
18 acts of its subsidiaries.” (internal quotation marks and citation omitted)). The Court
19 therefore DISMISSES JPMorgan.
20
21
22
23
24
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-13-
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-MAN Document
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1 IV. CONCLUSION
2 For the foregoing reasons, the motion to dismiss is GRANTED with leave to
3 amend. Plaintiffs may file an amended complaint curing the deficiencies no later than
4 thirty (30) days from the date of this Order. Plaintiffs may not add parties or claims to
5 the complaint at this stage, but may ask for such leave at a later time. After Plaintiffs file
6 the Second Amended Consolidated Class Action Complaint, the Court will consider
7 further the other grounds for Defendants’ motion to dismiss. No additional briefing by
8 Defendants will be necessary, unless specifically ordered by the Court.
9
10 IT IS SO ORDERED.
11
12 DATED: November 4, 2010 __________________________________
13 Hon. Mariana R. Pfaelzer
14 United States District Judge
15
16
17
18
19
20
21
22
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25
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-14-
EXHIBIT 1 -20-
#:9837
EXHIBIT 2
Case
Case 2:10-cv-00302-MRP
2:10-cv-00302-MRP -MANDocument
-MAN Document 229 Filed
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CIVIL MINUTES - GENERAL

Case No. 2:10-cv-00302-MRP-MAN Date December 14, 2010
Title Maine State Retirement System v. Countrywide Financial Corp. et al
Present: The Honorable MARIANA R.PFAELZER

Cynthia Salyer None N/A
Deputy Clerk Court Reporter /Recorder Tape No.
Attorneys Present for Plaintiff: Attorneys Present for Defendant:
None None
Proceedi
ngs: (InChambers)
The Court indicated in its November 4, 2010 Order that it would consider further
Defendants’respective motions to dismiss after Plaintiffs amended their complaint to explicate
the basis for tollingthe statute oflimitations. (Docket No. 222.) The Court has reviewed
Plaintiffs’Second Amended Class Complaint, whichwas filed on December 6, 2010. (Docket
No. 227.) The Court ORDERS Defendants to submit supplemental briefingthat addresses
Plaintiffs’amended allegations, but only withrespect to the issue oftolling. The briefis due on
or before Monday, January 17, 2011. As usual, several defendants may join in a single brief.
There is no page limit. Plaintiffs shall not file a responsive brief.
IT IS SO ORDERED.
EXHIBIT 2 -21-
CV-90 (06/04) CIVIL MINUTES - GENERAL Page 1 of1
#:9839
EXHIBIT 3
Case 2:10-cv-00302-MRP -MAN Document
Case 1:08-cv-05653-PAC 231-2
Document 121Filed 01/17/11
Filed 12/15/10Page 191ofof211
Page 5 Page ID
#:9840
USDC SDNY
UNITED STATES DISTRICT COURT DOCUMENT
SOUTHERN DISTRICT OF NEW YORK ELECTRONICALLY FILED
---------------------------------------------------------------X DOC #: _________________
NEW JERSEY CARPENTERS HEALTH FUND, : DATE FILED: December 15, 2010
Plaintiff, :
08 Civ. 5653 (PAC)
- against - :
ORDER
DLJ MORTGAGE CAPITAL, INC., et al., :
Defendants. :
----------------------------------------------------------------X
Lead Plaintiff the New Jersey Carpenters’ Health Fund (“Plaintiff”) and proposed
intervenor the Public Employees’ Retirement System of Mississippi (“Miss. PERS”)
(collectively, “Movants”) request that the Court allow Miss. PERS to intervene as a named
plaintiff in this action so that other securities may be added to the action. For the reasons that
follow, the motion is DENIED.
BACKGROUND
The court assumes familiarity with the facts and allegations stated in full in its Order of
March 29, 2010. See New Jersey Carpenters Health Fund v. DLJ Mortgage Capital, Inc., et al.,
No. 08 Civ. 5633 (S.D.N.Y. Mar. 29, 2010). Nonetheless, a brief recitation of the case’s
procedural history is helpful.
On June 3, 2008, Plaintiff filed a Verified Complaint alleging violations of Sections 11,
12, and 15 of the Securities Act of 1933 (“Initial Complaint”) on behalf of all persons or entities
who purchased or acquired Home Equity Mortgage Trust (“HEMT”) Series 2006-5 certificates.
On December 5, 2008, Plaintiff filed a Lead Plaintiff motion, describing the putative class as
consisting solely of purchasers of HEMT 2006-5 certificates. The Lead Plaintiff motion was
1
EXHIBIT 3 -22-
Case 1:08-cv-05653-PAC 231-2
Page 5 Page ID
#:9841
granted on January 22, 2009. On March 23, 2009, Plaintiff filed an Amended Securities Class
Action Complaint (“Amended Complaint”) on behalf of all persons or entities who purchased or
acquired mortgage pass-through certificates issued by four trusts: HEMT Series 2006-4, HEMT
Series 2006-5, HEMT Series 2006-6, and HEMT Series 2007-2. On March 29, 2010, the Court
granted Defendants’ motion to dismiss because Plaintiff lacked standing for the three securities
offerings which Plaintiff had not purchased (HEMT 2006-4, HEMT 2006-6, and HEMT 2007-2).
The Court, however, denied Defendants’ motion to dismiss regarding Plaintiff’s claims relating
to the HEMT 2006-5 offering, because Plaintiff purchased those securities.
Miss. PERS is not a purchaser of HEMT 2006-5 certificates, which is the only security in
the case, at present. Miss. PERS, however, purchased securities from the HEMT 2006-4 and
HEMT 2006-6 (collectively, the “Two Trusts”) offerings, and now seeks to intervene as an
additional named plaintiff in order to bring in the two securities claims which were previously
dismissed. No mention is made of the fourth offering, HEMT 2007-2. On May 20, 2010, Miss.
PERS submitted a letter to the Court requesting a pre-motion conference with respect the instant
Motion, which was filed on June 18, 2010.
ANALYSIS
“A motion to intervene must be filed timely. A motion to intervene filed after the statute
of limitations had run for the movant would not be timely.” Ceribelli v. Elghanayan, 91 Civ.
3337, 1994 WL 529853, *3 (S.D.N.Y. Sept. 28, 1994). Section 13 of the 1933 Act provides that,
“[n]o action shall be maintained to enforce any liability created under [the relevant sections]
unless brought within one year after the discovery of the untrue statement or the omission, or
after such discovery should have been made by the exercise of reasonable diligence.” 15 U.S.C.
§ 77m.
2
EXHIBIT 3 -23-
Case 1:08-cv-05653-PAC 231-2
Page 5 Page ID
#:9842
According to Movants, “the earliest possible date that Movants should be charged with
this inquiry notice is when the Certificates issued by the Two Trusts were first downgraded to
“junk” status on December 20, 2007.” (Movant Repl. Mem. 8 n. 13.) As a result, for the
purposes of this discussion, the Court will assume that Miss. PERS was charged with inquiry
notice as of this date. Thus, under normal circumstances, the statute of limitations on Miss.
PERS’s claims expired on December 20, 2008. Miss. PERS, however, claims that the statute of
limitations was tolled under the doctrine of American Pipe and Construction Co. v. Utah, 414
U.S. 538 (1974), and that, under Fed. R. Civ. P. 15, the Amended Complaint related back to the
date of the Initial Complaint.
In American Pipe, the Supreme Court held that “the commencement of a class action
suspends the applicable statute of limitations as to all asserted members of the class who would
have been parties had the suit been permitted to continue as a class action.” American Pipe &
Const. Co., 414 U.S. at 553. According to the Supreme Court:
A contrary rule allowing participation only by those potential members of the class who
had earlier filed motions to intervene in the suit would deprive Rule 23 class actions of
the efficiency and economy of litigation which is a principal purpose of the procedure.
Potential class members would be induced to file protective motions to intervene or to
join in the event that a class was later found unsuitable.
Id. Under Fed. R. Civ. P. 15(c)(1)(B), an “amendment to a pleading relates back to the date of
the original pleading when . . . the amendment asserts a claim or defense and arose out of the
conduct, transaction, or occurrence set out — or attempted to be set out — in the original
pleading.” As a result, contend Movants, the allegations made in the Amended Complaint
relating to the Two Trusts relate back to the date of the Initial Complaint and, thus, the statute of
limitations was tolled as of June 3, 2008, the day the Initial Complaint was filed.
3
EXHIBIT 3 -24-
Case 1:08-cv-05653-PAC 231-2
Page 5 Page ID
#:9843
The purpose of the American Pipe rule is to protect nonparties who are members of a
class for which a class action has been filed and, in the process, prevent a multitude of
duplicative suits from bombarding the courts. See Arniel v. Ramsey, 550 F.2d 774, 783 (2d Cir.
1977) (superseded on other grounds). The logic of the American Pipe case is best employed
when a class collapses. In that situation, other potential members of a class should not be
excluded from bringing their bona fide claims. But the American Pipe rule should not apply
where the plaintiff that brought the dismissed claim was found by the court to lack standing. See
Korwek v. Hunt, 827 F.2d 874, 879 (2d Cir. 1987); In re Elscint, Ltd. Sec. Litig., 674 F. Supp.
374, 376 (D. Mass. 1987). In short, where a Plaintiff lacks standing — there is no case. See In
re Citigroup Auction Rate Sec. Litig., 700 F.Supp.2d 294, 308-09 (S.D.N.Y. 2009). And if there
is no case, there can be no tolling. See Kruse v. Wells Fargo Home Mortgage, Inc., No. 02-cv-
3089, 2006 WL 1212512, *5-6, 9 (E.D.N.Y. May 3, 2006).1
In addition, it is clear that this motion does not involve an amendment (which would be
analyzed under Rule 15), but rather intervention (which is analyzed under Rule 24). Rule 24
itself “does not authorize relation back. Yet, the explicit provisions for relation back of
amendments under Rule 15(c) and of substitutions of real parties in interest under Rule 17(a),
demonstrate that Congress knew how to create such a mechanism when it so chose.” Ceribelli v.
Elghanayan, No. 91 Civ. 3337, 1994 WL 529853, *2 (S.D.N.Y. Sept. 28, 1994). Further, given
that Miss. PERS is not currently a party to Plaintiff’s action, it strains logic to suggest that Miss.
PERS could avail itself of the benefits of the relation back doctrine. In other words, a party may
not take advantage of relation back it if it is not actually a party to the action in the first instance.
1
If American Pipe applied in situations where the dismissed plaintiff was found by the court to lack standing, this
would clearly “encourage attempts to circumvent the statute of limitation by filing a lawsuit without an appropriate
plaintiff and then searching for one who can later intervene with the benefit of the tolling rule.” Kruse, 2006 WL
1212512 at *6. This is an untenable result.
4
EXHIBIT 3 -25-
Case 1:08-cv-05653-PAC 231-2
Page 5 Page ID
#:9844
EXHIBIT 3 -26-
#:9845
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EXHIBIT 4 -28-
#:9848

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EXHIBIT 4 -29-
#:9849
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B

EXHIBIT 4 -30-
#:9850
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1 * ; % 0 # / # * 1 / + & / / + * ( & 0 * / 0 ( # ! : / - 0 * ? 0 * 1 * ! / * $ * 0 (
B

EXHIBIT 4 -31-
#:9851

/ 0 & ! ; + * 6 6
> + * ( & 0 *

J > 6 6 / + * ! / + * ( " - ! 9 / + & $ *
1 / & ! " # ! : / - " - / + & / & ! " / + & / # 1 1 I % & 0 * ' ( / + * + - ' " # ! : - ,
% " : * * " & 0 < & % 2 # ! + * 0 - ? # ! # - ! ' & 1 / D * * E D + # ; + D * 1 % < 2 # / / * "
< ( D & ( - , ! - / # ; * - , 1 % ? ? ' * 2 * ! / & ' & % / + - 0 # / ( - ! 0 # " & (
. - - % 0 - ! - 0 D # ' ' * ! " D + * 0 * 1 / & 0 / * "
3 < * ' # * $ * - % 0 - ! - 0 / + & / / + * ? ' & # ! ' & ! : % & : * - ,
4
2 * 0 # ; & ! # ? * & ! " / + * ? ' & # ! ' & ! : % & : * - , & ' ' / + *
5 % ? 0 * 2 * - % 0 / ? 0 * ; * " * ! / & ! " / + * ' & ! : % & : * - , / + * ; & 1 *
D + # ; + # 1 / + * * $ * ! / + # 0 ; % # / & " " 0 * 1 1 # ! : / + * $ * 0 ( I % * 1 / # - !
- % 0 - ! - 0 + & 1 / - & " " 0 * 1 1 + * 0 * 1 & ( 1 - ! * / + # ! : >
+ # 1 & ? ? ' # * 1 / - ? 0 - 2 - / * * , , # ; # * ! ; ( - , / + & / , # 0 1 /
; & 1 * , # ' * " & 1 & ; ' & 1 1 & ; / # - ! + * , # 0 1 / ; & 1 * + * 0 * D & 1 , # ' * "
# ! & ' # , - 0 ! # & 1 / & / * ; - % 0 / ! - / # ! / + * , * " * 0 & ' ; - % 0 /
- ' ' # ! : # ! / + # 1 ; & 1 * / - " - D + & / / + * ? ' & # ! / # , , 1 & 0 * & 1 E # ! :
. ( - % / - " - D - % ' " ! - / ? 0 - 2 - / * / + * * , , # ; # * ! ; ( - , & ; ' & 1 1 & ; / # - !
3 % ! " * 0 % ' * / D - % ' " ? 0 - 2 - / * 1 - 2 * - / + * 0 G % 0 # 1 " # ; / # - ! 1
4 * , , # ; # * ! ; ( 2 & ( < * < % / / + & / 9 1 ! - / D + (

* 7 # 1 / 1
5
! " D - % ' " 1 % < 2 # / ( - % D - % ' " 6 6 ! - / ( - %
? * 0 1 - ! & ' ' ( < % / / + * ? ' & # ! / # , , 1 < ( & 0 : % # ! : / + # 1 D - % ' "
* 1 1 * ! / # & ' ' ( / D # 1 /

- % / - , 0 * ; - : ! # / # - ! & ! " ? % ' '
# / & D & ( , 0 - 2 D + & / # / D & 1 : 0 - % ! " * " # !

! " ! - " * $ * ' - ? 2 * ! / - , / + * ' & D ! - & ? ? ' # ; & / # - ! - ,
/ + # 1 ; - ! ; * ? / & ! " ? * 0 + & ? 1 " # , , * 0 * ! / , & ; / 1 * / / # ! : 1 / + & /
B

EXHIBIT 4 -32-
#:9852
EXHIBIT 5
#:9853
EXHIBIT 5 -33-
#:9854
EXHIBIT 5 -34-
#:9855
EXHIBIT 5 -35-
#:9856
EXHIBIT 5 -36-
#:9857
EXHIBIT 5 -37-
#:9858
EXHIBIT 5 -38-
#:9859
EXHIBIT 5 -39-
#:9860
EXHIBIT 5 -40-
#:9861
EXHIBIT 5 -41-
#:9862
EXHIBIT 5 -42-
#:9863
EXHIBIT 5 -43-
#:9864
EXHIBIT 5 -44-
#:9865
EXHIBIT 5 -45-
#:9866
EXHIBIT 5 -46-
#:9867
EXHIBIT 5 -47-
#:9868
EXHIBIT 5 -48-
#:9869
EXHIBIT 5 -49-
#:9870
EXHIBIT 5 -50-
#:9871
EXHIBIT 5 -51-
#:9872
EXHIBIT 5 -52-
#:9873
EXHIBIT 5 -53-
#:9874
EXHIBIT 5 -54-
#:9875
EXHIBIT 5 -55-
#:9876
EXHIBIT 5 -56-
#:9877
EXHIBIT 5 -57-
#:9878
EXHIBIT 5 -58-
#:9879
EXHIBIT 5 -59-
#:9880
EXHIBIT 5 -60-
#:9881
EXHIBIT 5 -61-
#:9882
EXHIBIT 5 -62-
#:9883
EXHIBIT 5 -63-
#:9884
EXHIBIT 5 -64-
#:9885
EXHIBIT 5 -65-
#:9886
EXHIBIT 5 -66-
#:9887
EXHIBIT 5 -67-
#:9888
EXHIBIT 5 -68-
#:9889
EXHIBIT 5 -69-
#:9890
EXHIBIT 5 -70-
#:9891
EXHIBIT 5 -71-
#:9892
EXHIBIT 5 -72-
#:9893
EXHIBIT 5 -73-
#:9894
EXHIBIT 5 -74-
#:9895
EXHIBIT 5 -75-
#:9896
EXHIBIT 5 -76-
#:9897
EXHIBIT 5 -77-
#:9898
EXHIBIT 5 -78-
#:9899
EXHIBIT 5 -79-
#:9900
EXHIBIT 5 -80-
#:9901
EXHIBIT 5 -81-
#:9902
EXHIBIT 5 -82-
#:9903
EXHIBIT 5 -83-
#:9904
EXHIBIT 5 -84-
#:9905
EXHIBIT 5 -85-
#:9906
EXHIBIT 5 -86-
#:9907
EXHIBIT 5 -87-
#:9908
EXHIBIT 5 -88-
#:9909
EXHIBIT 5 -89-
#:9910
EXHIBIT 5 -90-
#:9911
EXHIBIT 5 -91-
#:9912
EXHIBIT 6
Case
2:10-cv-00302-MRP-MAN
-MAN Document
Document231-2
215 Filed
Filed 10/19/10
01/17/11 Page
Page 192ofof116
211 Page
PageIDID
#:9913
#:9185
1 Lloyd Winawer (State Bar No. 157823)

lwinawer@goodwinprocter.com
2 GOODWIN PROCTER LLP
10250 Constellation Boulevard, 21st Floor
3 Los Angeles, CA 90067
Telephone: 310-788-5177
4 Facsimile: 310-286-0992
5 Brian E. Pastuszenski (pro hac vice)
bpastuszenski@goodwinprocter.com
6 Inez H. Friedman-Boyce (pro hac vice)
ifriedmanboyce@goodwinprocter.com
7 Brian C. Devine (State Bar No. 222240)
bdevine@goodwinprocter.com
8 GOODWIN PROCTER LLP
53 State Street
9 Boston, MA 02109-2802
Telephone: 617-570-1000
10 Facsimile: 617-523-1231
11 Attorneys for Defendants
Countrywide Financial Corp.,
12 Countrywide Home Loans, Inc., CWALT,
Inc., CWMBS, Inc., CWABS, Inc.,
13 CWHEQ, Inc., Countrywide Capital
Markets, Countrywide Securities Corp.,
14 and N. Joshua Adler
15 UNITED STATES DISTRICT COURT
16
MAINE STATE RETIREMENT Case No. 2:10-CV-00302-MRP (MANx)
17 SYSTEM, Individually and On Behalf
of All Others Similarly Situated,
18 COUNTRYWIDE DEFENDANTS’
Plaintiffs, THIRD NOTICE OF RECENT
19 AUTHORITY IN SUPPORT OF
v. MOTION TO DISMISS
20
COUNTRYWIDE FINANCIAL Date: October 18, 2010
21 CORPORATION, et al., Time: 1:00 p.m.
22 Defendants. Courtroom: 12
Judge: Hon. Mariana R. Pfaelzer
23
24
25
26
27
28
COUNTRYWIDE DEFENDANTS’ THIRD NOTICE OF RECENT AUTHORITY

EXHIBIT 6 -92-
Case
2:10-cv-00302-MRP-MAN
-MAN Document
Document231-2
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PageIDID
#:9914
#:9186
1 Following up on the arguments made at yesterday’s hearing on the pending

2 motion to dismiss, the Countrywide Defendants respectfully notify the Court of
3 today’s final opinion in In re Wells Fargo Mortgage-Backed Certificates Litig., No.
4 09-CV-01376-LHK (N.D. Cal. Oct. 19, 2010) (“Wells Fargo”) (attached hereto as
5 Exhibit A),1 and submit the transcript of proceedings held and rulings made on
6 September 22, 2010 in NECA-IBEW Health and Welfare Fund v. Goldman, Sachs &
7 Co., No. 08-CV-10783-MGC (S.D.N.Y. Sept. 22, 2010) (“NECA-IBEW”) (attached
8 hereto as Exhibit B).
9 In Wells Fargo, Judge Koh of the United States District Court for the Northern
10 District of California dismissed with prejudice claims under the Securities Act of 1933
11 on behalf of a putative class of investors in 10 offerings of mortgage-backed securities
12 (“MBS”) issued by Wells Fargo. The Countrywide Defendants respectfully draw the
13 Court’s attention to the following passages in Wells Fargo:
14 • “In American Pipe . . . the Supreme Court remarked that the Ninth Circuit
15 was ‘careful to note’ that ‘maintenance of the class action was denied not for
16 . . . lack of standing of the representative. . . .’ Thus, American Pipe did not
17 address the precise situation presented here. In this case, unlike in American
18 Pipe, the Detroit and New Orleans plaintiffs lacked standing to bring claims
19 regarding the ten revived Offerings.” Ex. A at 6 (emphasis in original).
20 • “Consistent with the analysis in American Pipe and cases applying it, the
21 Court finds that the facts in this case counsel against tolling the statute for
22 the revived claims of the New Plaintiffs. Unlike the new plaintiffs in Flag
23 Telecom or Enron, the New Plaintiffs here had no reason to rely on the filing
24 of the Detroit and New Orleans complaints to protect their claims. The
25 original complaints did not allege that the named plaintiffs had any
26
1
27 At yesterday’s hearing, counsel referenced a tentative order that had been issued in
Wells Fargo on October 5, 2010. The attached final order (which superseded the
28 tentative order of October 5) was issued today, on October 19, 2010.
1
EXHIBIT 6
COUNTRYWIDE DEFENDANTS’ THIRD NOTICE OF RECENT AUTHORITY -93-
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PageIDID
#:9915
#:9187
1 ownership interest in the 37 dismissed Offerings. Thus, review of these

2 complaints would have revealed that the Plaintiffs in the Detroit and New
3 Orleans actions had no standing to bring claims as to the 37 dismissed
4 Offerings.” Ex. A at 8 (emphasis added).
5 • “While the Court finds the Walters and Palmer decisions instructive, it is
6 unnecessary to decide today that it is beyond the power of the Court to toll
7 the statute of limitations where the lead plaintiff lacks standing. Rather, the
8 Court finds that American Pipe and the cases interpreting it support the
9 declination to extend tolling to claims over which the original named
10 Plaintiffs asserted no facts supporting standing. As a result, the Court must
11 dismiss the ten revived Offerings.” Ex. A at 10 (emphasis added).
12 • “The March 27, 2009 Detroit complaint and the April 13, 2009 New Orleans
13 complaint stated many of the same factual bases now alleged in the ACC
14 regarding these Offerings. Specifically, these complaints cite to the same
15 Registration Statements and Prospectuses (Offering Documents), and many
16 of the same alleged misrepresentations and omissions within those Offering
17 Documents. . . . Although the ACC expands upon the allegations . . . the
18 Court finds that the information in the original Detroit and New Orleans
19 Complaints was sufficient to make New Plaintiffs aware of the basis for
20 their claims. . . . [T]he Court finds that New Plaintiffs knew or should have
21 known of the basis for the revived claims more than a year before the ACC
22 was filed on May 28, 2010. . . . If the Detroit and New Orleans plaintiffs
23 were first ‘plausibly’ on notice as of May 2008, and were able to file
24 complaints alleging the basis for their claims as of March and April the
25 following year, this indicates that a reasonably diligent investor should have
26 been able to do the same.” Ex. A at 10-11.
27 In NECA-IBEW, Judge Cedarbaum clarified her earlier ruling on standing dated
28 January 28, 2010 (which is attached to the Countrywide Defendants’ motion to
2
EXHIBIT 6
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-MAN Document
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PageIDID
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#:9188
1 dismiss as Exhibit 35). The Countrywide Defendants respectfully draw the Court’s
2 attention to the following excerpts from the September 22, 2010 hearing transcript:
3 • “THE COURT: But those are all—none of those has yet happened.
4 MR. LEAHY: Not to the particular tranche that my client—
5 THE COURT: That’s what we are talking about; that’s all you can sue
6 for, your own, not someone else’s.
7 MR. LEAHY: Actually, your Honor, we’re suing on behalf of all
8 purchasers of the trust, all tranches at this particular point.
9 THE COURT: But I have ruled against you on that already. I have held
10 that you must—you may only represent the same certificate, not other
11 people’s purchases.
12 MR. LEAHY: That’s not how we understand your Honor’s order.
13 THE COURT: Well, that was my understanding of how I ruled. . . . To be
14 a class representative, you can only represent the class of persons or
15 entities that purchased the particular—the certificate from the particular
16 tranche from the particular trust that you purchased.
17 MR. LEAHY: Your Honor, actually, your earlier ruling was a little bit
18 bigger than that. You basically said you can only sue on behalf of trusts
19 that you purchased in. So we’re only suing on behalf all purchasers in the
20 two trusts that my client bought in.
21 THE COURT: Right. But it must be the same tranche as yours. . . . [T]he
22 effects are very different in different tranches. . . . And that’s why in a
23 class action the class has to be in the same position, basically.” Ex. B at
24 7:10-8:21 (emphasis added).
25 • “THE COURT: . . . And if, indeed, there are fewer than 100 people who
26 bought what the plaintiff bought, there may not be a class action here . . . I
27 am raising my own tentative view that fewer than 100 people bought each of
28 these certificates in any particular tranche. We really do not have a viable
3
EXHIBIT 6
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-MAN Document
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Page 596ofof116
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PageIDID
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#:9189
1 class. I do not know how many cases have addressed that particular issue.”
2 Ex. B at 57:12-14, 58:8-11.
3 Finally, in response to the Court’s questions regarding the existence of state law
4 claims in the state court litigation, the Countrywide Defendants respectfully notify the
5 Court that no state law claims were asserted in any complaints filed in either the
6 Luther or the Washington State action.2
7
9 Dated: October 19, 2010 GOODWIN PROCTER LLP

10 /s/ Brian E. Pastuszenski___________________
11
Brian E. Pastuszenski (pro hac vice)
Lloyd Winawer (State Bar No. 157823)
12
Inez H. Friedman-Boyce (pro hac vice)
Brian C. Devine (State Bar No. 222240)
13 Counsel for the Countrywide Defendants
14
15
16
17
18
19
20
21
22
23
24
25
26 2
The First Amended Complaint in Luther, filed on September 9, 2008 and submitted
27 as Ex. 26 to the Countrywide Defendants’ Request for Judicial Notice, had attached to
it a complaint from another action that asserted state law claims. But, the Luther and
28 Washington State plaintiffs themselves did not assert any state law claims.
4
EXHIBIT 6
#:9918
EXHIBIT 7
Case 2:10-cv-00302-MRP-MAN
-MAN Document
Document
231-2 88
FiledFiled
01/17/11
04/02/10
PagePage
98 of1211
of 5 Page ID
#:9919
1 ROBBINS GELLER RUDMAN

& DOWD LLP
2 DARREN J. ROBBINS (168593)
darrenr@rgrdlaw.com
3 SPENCER A. BURKHOLZ (147029)
spenceb@rgrdlaw.com
4 THOMAS E. EGLER (189871)
tome@rgrdlaw.com
5 DANIEL S. DROSMAN (200643)
dand@rgrdlaw.com
6 SCOTT H. SAHAM (188355)
scotts@rgrdlaw.com
7 655 West Broadway, Suite 1900
San Diego, CA 92101
8 Telephone: 619/231-1058
619/231-7423 (fax)
9
BARROWAY TOPAZ KESSLER
10 MELTZER & CHECK, LLP
SEAN M. HANDLER
11 shandler@btkmc.com
ANDREW L. ZIVITZ
12 azivitz@btkmc.com
280 King of Prussia Road
13 Radnor, PA 19087
Telephone: 610/667-7706
14 610/667-7056 (fax)
15 [Proposed] Co-Lead Counsel for Plaintiff
16
17 CENTRAL DISTRICT OF CALIFORNIA
WESTERN DIVISION
18
MAINE STATE RETIREMENT ) No. 2:10-cv-00302-MRP(MANx)
19 SYSTEM, Individually and On Behalf )
of All Others Similarly Situated, ) CLASS ACTION
20 )
Plaintiff, ) DECLARATION OF SPENCER A.
21 ) BURKHOLZ IN SUPPORT OF
vs. ) MOTION FOR APPOINTMENT AS
22 ) LEAD PLAINTIFF AND APPROVAL
COUNTRYWIDE FINANCIAL ) OF SELECTION OF COUNSEL
23 CORPORATION, et al., )
) DATE: May 3, 2010
24 Defendants. ) TIME: 11:00 a.m.
) CTRM: 12
25 JUDGE: Hon. Mariana R. Pfaelzer
26
27
28
514005_1 EXHIBIT 7 -97-

-MAN Document
Document
231-2 88
FiledFiled
01/17/11
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PagePage
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of 5 Page ID
#:9920
1 I, SPENCER A. BURKHOLZ, declare as follows:

2 1. I am an attorney duly licensed to practice before the courts of the State of
3 California and this Court. I am a member of Robbins Geller Rudman & Dowd LLP,
4 proposed lead counsel for Vermont Pension Investment Committee, Mashreqbank,
5 p.s.c., Pension Trust Fund for Operating Engineers, Operating Engineers Annuity
6 Plan, Washington State Plumbing & Pipefitting Pension Trust and Maine Public
7 Employees Retirement System (collectively, the “Institutional Investor Group”) in the
8 above-captioned action. I make this declaration in support of the Institutional Investor
9 Group’s Motion for Appointment as Lead Plaintiff and Approval of Selection of
10 Counsel. I have personal knowledge of the matters stated herein and, if called upon, I
11 could and would competently testify thereto.
12 2. Attached are true and correct copies of the following exhibits:
13 Exhibit A: Notice of class action published on Business Wire, a national
14 business-oriented publication, dated February 1, 2010;
15 Exhibit B: Institutional Investor Group’s sworn certifications;
16 Exhibit C: Robbins Geller Rudman & Dowd LLP firm résumé; and
17 Exhibit D: Barroway Topaz Kessler Meltzer & Check, LLP firm résumé.
18 I declare under penalty of perjury under the laws of the United States of
19 America that the foregoing is true and correct. Executed this 2nd day of April, 2010,
20 at San Diego, California.
21
s/ SPENCER A. BURKHOLZ
22 SPENCER A. BURKHOLZ
23
24
25
26
27
28
-1- EXHIBIT 7 -98-
514005_1
-MAN Document
Document
231-2 88
FiledFiled
01/17/11
04/02/10
Page
Page
100 3ofof211
5 Page
ID #:9921
1 CERTIFICATE OF SERVICE
2 I hereby certify that on April 2, 2010, I electronically filed the foregoing with
3 the Clerk of the Court using the CM/ECF system which will send notification of such
4 filing to the e-mail addresses denoted on the attached Electronic Mail Notice List, and
5 I hereby certify that I have mailed the foregoing document or paper via the United
6 States Postal Service to the non-CM/ECF participants indicated on the attached
7 Manual Notice List.
8 I certify under penalty of perjury under the laws of the United States of America
9 that the foregoing is true and correct. Executed on April 2, 2010.
10
s/ Spencer A. Burkholz
11 SPENCER A. BURKHOLZ
12 ROBBINS GELLER RUDMAN
& DOWD LLP
13 655 West Broadway, Suite 1900
San Diego, CA 92101-3301
14 Telephone: 619/231-1058
619/231-7423 (fax)
15
E-mail: spenceb@rgrdlaw.com
16
17
18
19
20
21
22
23
24
25
26
27
28
514005_1 EXHIBIT 7 -99-

-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
PagePage
101 of
1 of
211
27 Page
ID #:9922
EXHIBIT B
EXHIBIT 7 -100-
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
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PagePage
102 of
2 of
211
27 Page
ID #:9923
CERTIFICATION OF NAMED
CERTIFICATION NAMED PLAINTIFF
PURSUANT-TO FEDERAL
PURSUANT-TO FEDERAL SECURITIES
SECURITIES LA
LAWS
WS
COMMITTEE ("Plaintiff")
VERMONT PENSION INVESTMENT COMMITTEE ("Plaintiff') declares:
declares:
I.I. Plaintiff has
Plaintifthas reviewed
reviewed a complaint
a complaint andand authorized
authorized itsitstiling.
tiling.
2.
2. Plaintiffdid
Plaintiffdid not not acquire
acquire the the security
security thatthat
is is thesubject
the subjectofthis
ofthisaction
action at
at the
the
direction of plaintiff's
direction of litigation counselor
plaintiff's litigatiòn counselorininorder
ordertotoparticipate
participateininthis
thisprivate
private action
action
or any other litigation under
LInder the federal
federal securities laws.
3.
3. Plaintiff
Plaintiff is iswilling
willingtotoserve
serveasas aa representative
representative party
party on
on behalf
behalf of
of the
the
class, including providing testimony
testimony at deposition
deposition and
and trial,
trial, ifnecessary.
ifnecessary.
4.
4. Plaint.iffhas
Plaint.iff hasrelied
relied upon
uponlitigation
litigation counsel's
counsel's review
review of
of the
the custodial
custodial
records in order
records in order to
to determine that Plaintiff
determine that Plaintiff has
has made the following
made the following transaction(s)
transaction(s)
during the Class Period
Period in
in the securities that
that are the subject of
of this action:
Security Transaction Date Price Per Share
See attached
See attached Schedule A.
5. Plaintiffhas
5. Plaintiffhas
not not sought
sought to serve
to serve or or served
served asas
a a representativeparty
representative party for
for aa
class in
in an
an action
action filed
filed under
underthe
thefederal
federalsecurities
securities18\\'s
18\\'s except
except as
as detailed
detailed below
below
during the three years prior to the date of this Certification:
during the three years prior to the date of
In
111 ,.1: Socit/é Genr!rti/(!
rl: Sociele Générä/e Sec.
Sec. Lilig.. No. 08-ely
08-e1Y-02495(GEL)
-02495(GEL)(S.D.N.
(S.D.N.Y.)
Y.)
6. TheThe
Plaintiffwill not not
Plaintiffwill accept anyany
accept payment forforserving
payment servingasasaarepresentative
representative
party on
on behalf
behalf of
of the
the class
class beyond
beyond the Plaintiffs
Plaintiffs pro
pro rata
rata share
share of
ofany
any recovery.
recovery.
CWA!.T
('WAL.T
¡':í
EXHIBIT 7 -101-
Case 2:10-cv-00302-MRP Document
-MAN Document 231-288-2
FiledFiled 04/02/10
01/17/11 PagePage 3 of
103 of 27 Page
211
ID #:9924
except such reasonable costs and

and expenses (including lost
lost wages) directly relating to
the representation' of the class as ordered or approved by
the representation' of by the court.
court.
I declare under penalty of perjury that the foregoing is true and correct.
Executedthis
Executed this 25thday
2Sthday of of January, 20
January 10.
,2010.
VERMONT PENSION INVESTMENT
COMMJITEE
By: Wil(6E($
Wil(6E($
By:
I~: Legal
I~: Legal Counsel
Counsel
- 2-
-2-
CWALT
EXHIBIT 7 -102-
-MAN Document
Document
231-288-2
FiledFiled
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ID #:9925
SCHEDULE A
SECURITIES TRANSACTIONS
Acquisitions
Date Type of Face

Acquired Asset Amount Price
CWL 2005-12 2A2

09/28/2005 470,000 $100.00
Mortgage Pass-Through Certificates
CWALT 2005-63 3A1
09/28/2005 545,000 $101.16
CWL 2005-4 3AV1
12/14/2005 500,058 $99.97
CWALT 2005-11CB 2A8
12/29/2005 3,558,935 $98.66
CWALT 2006-2CB A3
01/26/2006 360,000 $100.17
CWHL 2006-1 A2
01/26/2006 366,363 $99.69
CWL 2006-S2 A2
03/29/2006 335,000 $100.00
CWHL 2006-HYB3 3A1A
03/29/2006 465,000 $100.65
CWHL 2006-HYB3 2A1A
04/12/2006 575,000 $100.00
CWL 2006-S2 A2
05/25/2006 760,000 $99.61
CWHL 2006-HYB3 2A1A
06/05/2006 358,585 $100.05
CWL 2006-9 1AF3
06/14/2006 2,775,000 $100.00
CWL 2006-S3 A2
06/16/2006 2,895,000 $100.00
CWL 2006-11 1AF3
06/22/2006 2,690,000 $99.80
CWHL 2006-HYB4 1A2
06/27/2006 1,751,946 $99.38
CWHL 2006-HYB4 1A2
07/27/2006 82,912 $99.67
CWALT 2005-63 3A1
07/27/2006 77,793 $99.34
CWALT 2006-2CB A3
07/27/2006 55,499 $99.68
EXHIBIT 7 -103-
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
PagePage
105 of
5 of
211
27 Page
ID #:9926
Date Type of Face

CWHL 2006-HYB3 3A1A

07/27/2006 77,600 $100.29
CWHL 2006-1 A2
07/27/2006 61,159 $98.20
CWL 2006-15 A3
08/23/2006 850,000 $100.00
CWHL 2005-HYB8 4A1
09/07/2006 3,443,278 $98.31
CWL 2006-S6 A2
09/27/2006 2,155,000 $100.00
CWALT 2006-33CB M
10/30/2006 449,596 $99.13
CWHL 2005-23 A1
11/07/2006 3,955,793 $97.72
CWL 2006-S7 A3
11/17/2006 3,180,000 $100.00
CWL 2006-24 2A1
12/06/2006 3,300,000 $100.00
CWL 2006-S9 A3
12/14/2006 1,480,000 $100.00
CWHL 2005-29 A1
01/03/2007 2,395,289 $99.02
CWHL 2006-1 A3
01/18/2007 388,859 $99.13
CWALT 2005-63 3A1
03/28/2007 225,140 $99.88
CWALT 2005-63 3A1
07/10/2007 896,724 $99.40
CWHL 2005-HYB8 4A1
09/24/2007 1,144,552 $97.92
CWALT 2006-43CB 1A6
01/29/2008 866,673 $93.00
CWALT 2005-26CB A6
02/11/2008 600,000 $90.00
CWHL 2007-3 A12
02/21/2008 555,000 $93.78
CWALT 2005-J10 1A16
02/26/2008 435,000 $86.25
CWHL 2007-5 A2
02/28/2008 540,000 $86.00
EXHIBIT 7 -104-
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
PagePage
106 of
6 of
211
27 Page
ID #:9927
Date Type of Face

CWALT 2005-46CB A20

03/04/2008 345,939 $81.00
CWALT 2007-22 2A16
03/24/2008 911,428 $76.50
CWALT 2005-54CB 1A7
01/23/2009 192,272 $82.25
CWALT 2005-64CB 1A7
01/23/2009 383,753 $77.25
CWHL 2007-9 A13
10/02/2009 950,000 $77.06
CWALT 2005-J1 3A1
10/14/2009 342,676 $89.94
CWALT 2007-17CB 1A3
10/15/2009 710,861 $66.06
CWALT 2007-19 1A34
10/19/2009 542,952 $63.56
Sales
Date Type of Face

Sold Asset Amount Price
CWHL 2006-HYB3 2A1A

06/13/2006 918,828 $99.91
CWL 2005-12 2A2
08/01/2006 470,000 $98.89
CWL 2006-S6 A2
09/27/2006 475,000 $100.06
CWALT 2006-33CB M
01/26/2007 449,148 $98.50
CWALT 2006-2CB A3
09/17/2007 314,978 $98.75
CWL 2006-S7 A3
09/25/2007 1,500,000 $92.72
CWL 2006-9 1AF3
03/26/2008 650,000 $81.63
CWL 2006-11 1AF3
03/26/2008 525,000 $81.38
CWL 2006-S3 A2
03/26/2008 1,020,000 $71.88
EXHIBIT 7 -105-
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
PagePage
107 of
7 of
211
27 Page
ID #:9928
Date Type of Face

CWHL 2005-23 A1
03/28/2008 806,457 $94.50
CWHL 2005-29 A1
03/28/2008 503,085 $95.00
CWL 2006-S3 A2
04/29/2008 665,000 $58.50
CWL 2006-S2 A2
06/25/2008 1,095,000 $74.50
CWALT 2005-63 3A1
07/29/2008 1,450,462 $59.41
CWHL 2005-HYB8 4A1
07/29/2008 3,613,605 $61.42
CWL 2006-9 1AF3
08/28/2008 2,125,000 $73.00
CWL 2006-11 1AF3
08/28/2008 2,165,000 $71.06
CWHL 2005-23 A1
08/28/2008 1,900,332 $81.75
CWL 2006-24 2A1
10/16/2008 1,631,779 $92.53
CWHL 2005-29 A1
12/18/2008 445,262 $80.00
CWHL 2005-23 A1
01/07/2009 812,947 $86.50
CWL 2006-S7 A3
07/10/2009 1,643,992 $37.00
CWL 2006-S6 A2
10/23/2009 1,522,361 $67.03
CWL 2006-S9 A3
10/23/2009 1,227,795 $37.25
CWHL 2006-HYB4 1A2
10/28/2009 833,389 $6.03
CWL 2006-15 A3
10/28/2009 850,000 $58.50
CWHL 2006-1 A3
10/28/2009 301,393 $25.00
CWALT 2007-19 1A34
11/19/2009 537,688 $67.06
CWALT 2007-22 2A16
11/25/2009 790,410 $72.00
EXHIBIT 7 -106-
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
PagePage
108 of
8 of
211
27 Page
ID #:9929
Date Type of Face

CWALT 2007-17CB 1A3

12/09/2009 695,736 $70.00
EXHIBIT 7 -107-
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
PagePage
109 of
9 of
211
27 Page
ID #:9930
CERTIFICATION OF NAMED PLAINTIFF

PURSUANT TO FEDERAL SECURlTIES LAWS
MASHREQBANK, P.S .c. ("Plaintiff') declares:

1. Plaintiff has reviewed a complaint and authorized its filing.
2. Plaintiff did not acquire the security that is the subject of this action at
the direction of plaintiffs counselor in order to participate in this private action or
any other litigation under the federal securities laws.
3. Plaintiff is willing to serve as a representative palty on behalf of the
class, including providing testimony at deposition and trial, if necessary.
4. Plaintiff has made the following transaction(s) during the Class Period
in the securities that are the subject of this action:
Security Transaction Price Per Share
5. Plaintiff has not sought to serve or served as a representative party for

a class in an action filed under the federal securities laws except as detailed below
during the three years prior to the date of this Certification: None
6. The Plaintiff will not accept any payment for servmg as a
representative party on behalf of the class beyond the Plaintiffs pro rata share of
any recovery, except such reasonable costs and expenses (including lost wages)
directly relating to the representation of the class as ordered or approved by the
court.
CWA LT
EXHIBIT 7 -108-
Case Case
2:10-cv-00302-MRP
2:10-cv-00302-MRP-MAN
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
Page
Page
110 10
of 211
of 27 Page
ID #:9931
Executed this 23rd day of March, 20 I O.
MASHREQB ANK, P.S.c.
By: f'-""'--1 ~
Nabeel Waheed
Its: Head of Treasury
- 2-
CWALT
EXHIBIT 7 -109-
Case Case
2:10-cv-00302-MRP
2:10-cv-00302-MRP-MAN
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
Page
Page
111 11
of 211
of 27 Page
ID #:9932
SCHEDULE A
Purchase(s):
Date Type of Asset Face Amount Price
CWALT 2005-38 A3
07/13/2005 1 000 000 100.00
CWALT 2005-51 2A1
08/25/2005 1 000 000 100.00
08/29/2005 BONDS 333 256 100.05
CWALT 2005-51 4A1

09/14/2005 1 000 000 100.00
CWALT 2005-59 1A2A
09/19/2005 1 000 000 100.00
CWALT 2005-51 2A1
09/29/2005 1 000 000 100.00
CWALT 2005-51 4A1
09/29/2005 1 000 000 100.00
CWALT 2005-51 1A1
11/30/2005 991 291 100.13
CWALT 2005-62 1A1
12/06/2005 996 932 100.08
CWALT 2005-62 1A1
12/09/2005 996 932 100.08
CWALT 2005-76 3A1
12/21/2005 1 000 000 100.00
CWALT 2005-76 3A1
01/05/2006 1 000 000 100.00
CWHL 2006-3 1A1
02/07/2006 1 000 000 100.11
CWHL 2005-59 1A2A
02/08/2006 995 170 100.21
06/27/2006 BONDS 204 055 100.03
CWALT 2006-28CB A8
09/07/2006 30 355 000 99.97
09/15/2006 BONDS 500 000 100.00
CWALT 2007-24 A4
07/31/2007 10 000 000 100.09
CWHL 2005-HYB4 2A1
08/10/2007 558 348 97.92
EXHIBIT 7 -110-
Case Case
2:10-cv-00302-MRP
2:10-cv-00302-MRP-MAN
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
Page
Page
112 12
of 211
of 27 Page
ID #:9933
Sale(s):
Date Type of Asset Face Amount Price
CWALT 2005-59 1A2A

04/30/2008 1 000 000 60.00
CWHL 2005-HYB4 2A1
07/23/2008 558 348 72.00
02/28/2008 BONDS 220 312 88.19
CWALT 2005-51 1A1

10/02/2008 445 381 56.06
CWALT 2005-51 2A1
10/02/2008 402 976 56.06
CWALT 2005-51 4A1
10/02/2008 601 832 56.06
CWALT 2005-38 A3
10/03/2008 342 979 60.93
CWALT 2005-62 1A1
10/03/2008 661 559 56.69
CWALT 2005-76 3A1
10/03/2008 278 677 60.50
06/09/2006 CWALT Floating MBS 8/36 1 603 605 42.00
06/09/2006 CWALT Floating MBS 10/37 1 781 770 35.00
EXHIBIT 7 -111-
Case Case
2:10-cv-00302-MRP
2:10-cv-00302-MRP-MAN
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
Page
Page
113 13
of 211
of 27 Page
ID #:9934
CERTIFICATION OF NAMED PLAINTIff

PURSUANT TO FEDERAL SECURlTIES LAWS
PENSION TRUST FUND FOR OPERATING ENG INEERS ("Plai nti fr')
declares:
I. Plaintiff bas rev iewed a complaint and autborized its filing .
2. Plaintiff did not acq uire the secmily that is the subject of this action at the
direction of plainti ffs counse l or in order to participate in thi s pri vate actio n or any
o th er litigation under the fe deral securi ti es laws.
3. Plaintiff is willing to serve as a representative party on behalf of the
class, including prov idi ng testimony at deposition and trial, ifnecessary.
4. PI a inti rf has macle the fo llowing transaction(s) during the Class Period in
the securi ti es that are the subject of thi s acti on:
Sec mitv Transaction Pr ice Per Share
s. (0) Plai nt iffhas been appointed to serve as a representative pal1y Cor a

class in the fol lowing actions filed under the federal securities laws du ring the three
years prior to the dale of thi s Certifi cation :
Ilj I'c Yohoo! 1m', S(!c. Litig., No. 4:0S -c\'-O:! 150-CW (N .D. CO'll.)
III re I.itlrmcm fJro lhers equily/Debt Sec. LHig., No. 08·c,,-05523 -LAK (S.D.N. Y ,)
Inri! Mo!ridiall FllIU/,f Gnmp ,\'ec:, & fRISA Liljg.. No. 09 -md-2082 (S.D .N,Y.)
In re /lIrHin ClIpital Manogt!fII(!lIf Lltl. ~". & EI?lSA Lili15 .. No.1 :09-1l1d-02075-TPG (S.D.N . Y.)
(b) Plaintiff is seeking to serve as a representative pal1y for a class in
the fo ll ow ing actions til ed uncleI' the federa l securit ies laws:
I'elly/un Tr/l.\'t Fw/(Ifar Opi.!rtlting Ellgfm!l!rs v. SIJ'IICIW't!d.· LI·sr.!f ,\.fOl'1gaXf: t"VC:SII1HfIl1J 11111(:.. r: f 0/" No, 09-c\'.
06172 (S.D.N. Y.)
111111', UenN Nr)ldillg~', Inc., IJ( cll., No, 3:09-cv -0420S-JSW (N.D. enl.)
(e) P lai ntiff initi ally sought to serve as a repre sen tative party for a
class in the follow ing actions fi led uncleI' the fecleral secu riti es laws during the three
years prior to the date of this Certitica li on :
POI'P{tS v. Cwmlr)'uoirl..: f'jlJtJlII,:/rsl Corp.. d al.. No. :!;()7 - c\'-0529S - MR P(M "N~) (CD. Cill,)
(,W ,,1. r
! ,:
EXHIBIT 7 -112-
Case Case
2:10-cv-00302-MRP
2:10-cv-00302-MRP-MAN
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
Page
Page
114 14
of 211
of 27 Page
ID #:9935
6. The Plaintiffwill not accept any payment for serving as a representative

PaJ1y on bebalf of the class beyond tbe Plaintiffs pro rata share of any recovery,
except such reasonable costs and expenses (including lost wages) directly relating to
the representation of the class as ordered or approved by the court.
1 declare under penalty of pCljury that the foregoing is true and correct.
Exe.Cllted this 21st: day of January ,2010.
PENSION TRUST FUND FOR

OPERATING ENGINEERS
~r)(~',
By:i,-~ J .
Thomas J. Hendn.cks-- - --
Executive Director
-2-
Cw .\I .T
EXHIBIT 7 -113-
Case Case
2:10-cv-00302-MRP
2:10-cv-00302-MRP-MAN
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
Page
Page
115 15
of 211
of 27 Page
ID #:9936
SCHEDULE A
Acquisitions
Date Type of Face

CWL 2005-AB3 2A1

09/27/2005 - SD 5,700,000 $100.00
CWL 2005-11 AF1
09/28/2005 - SD 5,700,000 $100.00
CWALT 2005-56 3A1
09/29/2005 - SD 5,700,000 $100.00
CWALT 2005-56 4A1
09/29/2005 - SD 5,700,000 $100.00
CWHEL 2005-H 2A
09/30/2005 - SD 5,700,000 $100.00
CWALT 2005-59 1A1
09/30/2005 - SD 6,400,000 $100.00
CWALT 2005-72 A1
11/30/2005 - SD 2,800,000 $100.00
CWALT 2005-62 2A1
04/28/2008 - SD 16,675,000 $83.00
Sales
Date Type of Face

CWHEL 2005-H 2A
10/24/2007 - SD 5,700,000 $96.78
CWALT 2005-59 1A1
01/11/2010 - SD 6,400,000 $56.75
EXHIBIT 7 -114-
Case Case
2:10-cv-00302-MRP
2:10-cv-00302-MRP-MAN
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
Page
Page
116 16
of 211
of 27 Page
ID #:9937
CE RTIFI CATI ON Of NAMED PL A IN TIFF

PURSUANT TO FEDERAL SECURITIES LAWS
OPERATING ENG IN EE RS A NN UITY PLAN (,'Plai ntiff ') decl ares:

I. Plaintil'I' has re viewed a compl ai nt and au thorized its filing .
2. Pl ai nt iff did not acquire the security that is the subj ec t ofthi s action at the
direction of pI a inti ffs coun se l or in order to parti cipate in th is private acti on o r any
o th er liti gati on under the fe deral sec uri ties laws.
3. Plain tiff is w ill ing to serve as a re presenta tive party on behalf o f the
c lass, in cl uding provi din g testimo ny at depos iti on and tr ia l, if necessary.
4. Plainti ff has made the foll ow ing transacti on(s) during thc Class Peri od in
th e securities that are the subj ect o f thi s action :
Secu rity Transacti on Pri ce Per Share
See attached Schedul e A.
5. Pla int iffhas not soug ht to serve or served as a representative party fo r a

cl ass in an acti on ti led uncleI' the federal securiti es laws except as detnil ed below
during the three years pri or to the date of thi s Cert ificat ion:
6. The Pla inti ff w ill not accept any pay men t fo r servi ng as a representative
pa rty on be ha lf of the class beyond the Pla imilTs pro rata shme of ony recovery ,
CWA !:r
EXHIBIT 7 -115-
Case Case
2:10-cv-00302-MRP
2:10-cv-00302-MRP-MAN
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
Page
Page
117 17
of 211
of 27 Page
ID #:9938
1 declare un der penalty of peljury that the forego ing is true and correct.
Executed thi s 21st day of Janu ary , 20 I O.
OPERATING ENGINEERS ANNUITY
PLAN
Bd~=><--S?v_
Thomas J. Hendr icks
ItS: Exe cutive Direc t or
-2-
('WALT
EXHIBIT 7 -116-
Case Case
2:10-cv-00302-MRP
2:10-cv-00302-MRP-MAN
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
Page
Page
118 18
of 211
of 27 Page
ID #:9939
SCHEDULE A
Acquisitions
Date Type of Face

Acquired Asset Amount
CWALT 2005-76 2A1

12126/2006 - SO 4.950,000 $100.34
Mortgage Pass-Through Cerlincates
Sales
Date Type of Face

Sold As set Amount
CWALT 2005-76 2A1

01/31/2008 - SO 4,950,000 S92.00
Mortgage Pass-Through Certi fica tes
'Settlement dates are indicated with "SD" attached to the date.
EXHIBIT 7 -117-
Case Case
2:10-cv-00302-MRP
2:10-cv-00302-MRP-MAN
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
Page
Page
119 19
of 211
of 27 Page
ID #:9940

WASHINGTON STATE PLUMBING & PIPEFITTING PENSION TRUST

("Plaintiff') declares:
2. Plaintiff did not acquire the security that is the subject ofthis action at the
direction of plaintiff's counselor in order to participate in this private action or any
other litigation under the federal securities laws.
4. Plaintiffhas made the following transaction(s) during the Class Period in
the securities that are the subject of this action:
5. Plaintiff has not sought to serve or served as a representative party for a

class in an action filed under the federal securities laws except as detailed below
NIA
CWALT
EXHIBIT 7 -118-
Case Case
2:10-cv-00302-MRP
2:10-cv-00302-MRP-MAN
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
Page
Page
120 20
of 211
of 27 Page
ID #:9941

party on behalf of the class beyond the Plaintiff's pro rata share of any recovery,
the representation of the class as ordered 01' approved by the court.
Executed this _li.."'day of M lI;.\"'c"'{'''' ,2010.
WASIDNGTON STATE PLUMBING &
PIPEFITTING PENSION TRUST
By: I ' ~ ].:::=-

Larry Fritts
Its: Chairman of the Board of Trustees
CWALT
EXHIBIT 7 -119-
Case Case 2:10-cv-00302-MRP-MAN
2:10-cv-00302-MRP Document
FiledFiled 04/02/10
01/17/11 Page
Page 121 21 of 27 Page
of 211
ID #:9942
SCHEDULE A
Acquisitions
Date Type of Face

CWABS 2005-7 AF2
06/24/2005 105,000 $100.00
Mortgage Pass-Through Certificate
CWABS 2005-12 2A2
09/28/2005 200,000 $100.00
CWALT 2005-63 3A1
09/28/2005 225,000 $101.16
CWALT 2006-2CB A3
01/26/2006 155,000 $100.17
CWMBS 2006-1 A2
01/26/2006 158,427 $98.71
CWMBS 2006-HYB3 3A
03/29/2006 140,000 $100.65
CWMBS 2006-HYB3 2A
04/12/2006 155,000 $100.00
CWHEQ 2006-S3 A2
06/16/2006 120,000 $100.00
CWABS 2006-11 1AF3
06/22/2006 185,000 $99.80
CWMBS 2006-HYB4 1A2
06/27/2006 120,000 $99.38
CWABS 2006-15 A3
08/23/2006 60,000 $100.00
CWHEQ 2006-S6 A2
09/27/2006 145,000 $100.00
CWALT 2006-33CB MM
10/30/2006 59,946 $99.13
CWMBS 2005-23 A1
11/07/2006 272,044 $97.72
CWHEQ 2006-S7 A3
11/17/2006 220,000 $100.00
EXHIBIT 7 -120-
FiledFiled 04/02/10
01/17/11 Page
of 211
ID #:9943
CWHEQ 2006-S9 A3
12/14/2006 105,000 $100.00
CWMBS 2005-29 A1
01/03/2007 166,277 $99.02
CWMBS 2006-1 A3
01/18/2007 46,494 $99.13
CWMBS 2005-HYB8
09/24/2007 75,464 $97.92
CWALT 2005-62 2A1
04/23/2008 183,071 $83.00
CWMBS 2005-HYB8
07/29/2008 15,794 $61.55
Sales
Date Type of Face

CWMBS 2006-HYB3 2A
06/13/2006 152,319 $100.00
CWABS 2005-12 2A2
08/01/2006 70,000 $98.89
CWABS 2005-7 AF2
08/03/2006 20,000 $98.50
CWHEQ 2006-S6 A2
09/27/2006 30,000 $100.06
CWABS 2005-12 2A2
11/16/2006 130,000 $99.30
CWABS 2005-7 AF2
12/05/2006 80,556 $93.85
CWALT 2006-33CB MM
01/26/2007 59,886 $98.50
CWALT 2006-2CB A3
09/17/2007 118,180 $98.75
CWHEQ 2006-S3 A2
04/29/2008 40,000 $58.50
CWALT 2005-63 3A1
07/29/2008 156,525 $59.41
EXHIBIT 7 -121-
FiledFiled 04/02/10
01/17/11 Page
of 211
ID #:9944
CWABS 2006-11 1AF3

08/28/2008 185,000 $71.06
CWMBS 2005-23 A1
08/28/2008 118,771 $81.75
CWMBS 2005-29 A1
12/18/2008 40,114 $64.18
CWMBS 2005-23 A1
01/07/2009 120,581 $86.50
CWALT 2005-62 2A1
04/06/2009 165,816 $29.25
CWHEQ 2006-S7 A3
07/10/2009 220,000 $37.00
CWMBS 2005-HYB8
12/23/2009 75,219 $75.63
EXHIBIT 7 -122-
Case Case
2:10-cv-00302-MRP
2:10-cv-00302-MRP-MAN
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
Page
Page
124 24
of 211
of 27 Page
ID #:9945

MAINE PUBLIC EMPLOYEES RETIREMENT SYSTEM ("Plaintiff')

declares:
2. Plaintiff did not acquire the security that is the subject ofthis action at the
direction of plaintiffs counselor in order to participate in this private action or any
other litigation under the federal securities laws.
4. Plaintiffhas made the following transaction(s) during the Class Period in
the securities that are the subject of this action:
5. Plaintiff has not sought to serve or served as a representative party for a

class in an action filed under the federal securities laws except as detailed below
III re Eli Lilly & Co. Sec. Litig., No. 1:07-cv-01310-JBW (E.D.N.Y.) (appointed)
Maille Public Employees Retirement System v. American International Group, Inc., No. 08-cv-
5464 (S.D.N.Y.), which was consolidated with III re American International Group, Inc.
2008 Securities Litigation, No. 08 Civ. 4772 (S.D.N.Y.) (named plaintiff)
In re Wachovia Equity Securities Litigation, No.1 :08-cv-6171 (S.D.N.Y.) (not appointed)
Kairalla v. Amgen Inc., el al., No. CV 07-2536 (C.D. Cal.) (not appointed)
Gold t'. Morrice. el al., No. CV 07-931 (C.D. Cal.) (not appointed)

party on behalf of the class beyond the Plaintiffs pro rata share of any recovery,
CWALT
EXHIBIT 7 -123-
Case Case
2:10-cv-00302-MRP
2:10-cv-00302-MRP-MAN
-MAN Document
Document
231-288-2
FiledFiled
01/17/11
04/02/10
Page
Page
125 25
of 211
of 27 Page
ID #:9946
except sllch reasonable costs and ex penscs (including lost wages) directl y relating to
I declare under pena lly of' pcrjul)1 th at the forego ing is true and correct.
Executed this -3/"'7a)' of .~ .20 10.

MAINE PUBLIC EMPLOYEES
RETIREMENT SYSTEM
BY ~
~::;dnhn c. TV L
li S: Chief Deputy Executivc Director and
General Counsel
- 2-
CWALT
EXHIBIT 7 -124-
FiledFiled 04/02/10
01/17/11 Page
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ID #:9947
SCHEDULE A
Acquisitions
Date Type of Face

CWABS 2005-5 2A1
06/09/2005 3,600,000 $100.00
CWABS 2005-6 2A1
06/14/2005 4,000,000 $100.00
CWABS 2005-9 2A1
08/19/2005 2,000,000 $100.00
CWABS 2005-HYB9 3A2
11/28/2005 6,800,000 $99.72
CWALT 2005-81 A1
12/22/2005 10,045,000 $100.00
CWALT 2006-HY12 A1
06/13/2006 7,200,000 $100.94
CWMBS 2006-HYB5 2A1
07/18/2006 7,100,000 $99.62
CWABS 2005-9 2A2
11/20/2006 600,000 $99.98
CWABS 2006-3 2A1
11/20/2006 1,328,149 $99.98
CWABS 2006-4 2A1
11/20/2006 1,600,158 $100.00
CWABS 2006-6 2A1
11/20/2006 842,440 $99.98
CWALT 2006-HY12 A1
11/20/2006 1,399,614 $100.95
CWMBS 2006-OA2 A1
11/20/2006 2,020,025 $99.98
CWMBS 2006-OA2 A2A
11/20/2006 1,663,005 $100.00
EXHIBIT 7 -125-
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ID #:9948
Sales
Date Type of Face

CWABS 2006-6 2A1
08/03/2007 137,401 $99.88
EXHIBIT 7 -126-
Case 2:10-cv-00302-MRP -MAN Document 231-2 Filed 01/17/11 Page 128 of 211 Page
ID #:9949
EXHIBIT 8
ID #:9950
<DOCUMENT>
<TYPE>424B5
<SEQUENCE>1
<FILENAME>v13639e424b5.txt
<DESCRIPTION>CWALT, INC.- REGISTRATION NO.333-125902
<TEXT>
<PAGE>
As filed pursuant to Rule 424(b)(5)

under the Securities Act of 1933
Registration No. 333-125902
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED OCTOBER 25, 2005)
$1,559,819,100
(APPROXIMATE)
CWALT, INC.
DEPOSITOR
[COUNTRYWIDE HOME LOANS LOGO]

SELLER
COUNTRYWIDE HOME LOANS SERVICING LP

MASTER SERVICER
ALTERNATIVE LOAN TRUST 2005-62

ISSUER
MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 2005-62

DISTRIBUTIONS PAYABLE MONTHLY, BEGINNING NOVEMBER 25, 2005
------------------------
The following classes of certificates are being offered pursuant to this

prospectus supplement and the accompanying prospectus:
<Table>
<Caption>
----------------------------------------------------------------------------------------------
INITIAL CLASS PASS-THROUGH INITI
CERTIFICATE BALANCE RATE CERTIFICA
----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class 1-A-1 $ 262,595,000 Variable Class A-R $
----------------------------------------------------------------------------------------------
Class 1-A-2 $ 175,064,000 Variable Class M-X
----------------------------------------------------------------------------------------------
Class 1-X-1 N/A Variable Class M-1 $
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Class 2-A-1 $ 408,902,000 Variable Class M-4 $
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
EXHIBIT 8 -127-
ID #:9951
----------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------
Class 2-X-1 N/A Variable Class B-1 $
----------------------------------------------------------------------------------------------
Class 2-X-2 N/A Variable Class B-2 $
----------------------------------------------------------------------------------------------
</Table>
<Table>
<S> <C>
Each of the Class 1-X-1, Class 1-X-2, Class 1-X-3, Class
CONSIDER CAREFULLY THE RISK 2-X-1, Class 2-X-2 and Class M-X Certificates will consist
FACTORS BEGINNING of one interest-only component and one principal and
ON PAGE S-9 IN THIS interest component. The pass-through rate for each class of
PROSPECTUS SUPPLEMENT AND ON certificates listed above is variable and is calculated as
PAGE 5 IN THE PROSPECTUS. described in this prospectus supplement under "Description
of the Certificates -- Interest."
The assets of the trust will consist primarily of a pool
consisting of two loan groups of 30-year conventional,
adjustable rate, negative amortization mortgage loans
secured by first liens on one- to four-family residential
properties.
</Table>
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Deutsche Bank Securities Inc. will offer the certificates listed above to the
public at varying prices to be determined at the time of sale. The proceeds to
the depositor from the sale of the offered certificates are expected to be
approximately $1,583,825,157, plus accrued interest, before deducting expenses.
The offered certificates will be purchased by Deutsche Bank Securities Inc. on
or about October 31, 2005. See "Method of Distribution" in this prospectus
supplement.
DEUTSCHE BANK SECURITIES
October 28, 2005
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PROSPECTUS SUPPLEMENT PAGE
--------------------- -----
<S> <C>
Table of Contents....................................................... S-2
Summary................................................................. S-3
Risk Factors............................................................ S-9
The Mortgage Pool....................................................... S-19
Servicing of Mortgage Loans............................................. S-58
Description of the Certificates......................................... S-63
Yield, Prepayment and Maturity Considerations........................... S-92
Credit Enhancement...................................................... S-101
Subrogation of Insurer.................................................. S-105
Use of Proceeds......................................................... S-105
Material Federal Income Tax Consequences................................ S-106
Other Taxes............................................................. S-110
EXHIBIT 8 -128-
ID #:9952
ERISA Considerations.................................................... S-110

Method of Distribution.................................................. S-112
Legal Matters........................................................... S-112
Experts................................................................. S-113
Ratings................................................................. S-113
Index to Defined Terms.................................................. S-114
</TABLE>
<TABLE>
<CAPTION>
PROSPECTUS PAGE
---------- -----
<S> <C>
Important Notice About Information in
This Prospectus and Each Accompanying Prospectus Supplement.......... 4
Risk Factors............................................................ 5
The Trust Fund.......................................................... 12
Use of Proceeds......................................................... 22
The Depositor........................................................... 23
Mortgage Loan Program................................................... 23
Description of the Certificates......................................... 25
Credit Enhancement...................................................... 38
Yield and Prepayment Considerations..................................... 42
The Pooling and Servicing Agreement..................................... 43
Certain Legal Aspects of the Mortgage Loans............................. 57
Material Federal Income Tax Consequences................................ 64
Other Tax Considerations................................................ 88
ERISA Considerations.................................................... 88
Legal Investment........................................................ 91
Method of Distribution.................................................. 92
Legal Matters........................................................... 94
Financial Information................................................... 94
Rating.................................................................. 94
Index to Defined Terms.................................................. 95
</TABLE>
S-2
<PAGE>
SUMMARY
THIS SUMMARY HIGHLIGHTS SELECTED INFORMATION FROM THIS DOCUMENT AND DOES NOT
CONTAIN ALL OF THE INFORMATION THAT YOU NEED TO CONSIDER IN MAKING YOUR
INVESTMENT DECISION. TO UNDERSTAND ALL OF THE TERMS OF AN OFFERING OF THE
CERTIFICATES, READ CAREFULLY THIS ENTIRE DOCUMENT AND THE ACCOMPANYING
PROSPECTUS.
OFFERED CERTIFICATES
Alternative Loan Trust 2005-62 will issue twenty-seven classes of certificates,

twenty-two of which are being offered by this prospectus supplement and the
accompanying prospectus. The assets of the trust fund that will support both the
offered certificates and other classes of certificates will consist, on the
closing date, of a pool of mortgage loans with an aggregate stated principal
balance of approximately $1,603,926,865 as of October 1, 2005, and certain other
property and assets described in this prospectus supplement. The mortgage loans
will consist of 30-year conventional, adjustable rate, negative amortization
mortgage loans secured by first liens on one- to four-family residential
EXHIBIT 8 -129-
ID #:9953
properties.
The mortgage pool will consist of two loan groups. Loan group 1 will consist of
1,222 mortgage loans that have an aggregate stated principal balance of
approximately $491,751,612 as of the cut off date. Loan group 2 will consist of
2,541 mortgage loans that have an aggregate stated principal balance of
approximately $1,112,175,253 as of the cut off date. The mortgage rate on each
mortgage loan is fixed for up to three months after origination. Thereafter, the
interest rate on each mortgage loan adjusts monthly based on a specified index,
but the scheduled monthly payments on the mortgage loans adjust annually.
The following chart lists certain characteristics of the classes of the offered
certificates. The classes of certificates listed below will not be offered
unless they receive the respective ratings at least as high as those set forth
below from Standard & Poor's Ratings Services, a division of The McGraw-Hill
Companies, Inc. ("S&P") and from Moody's Investors Service, Inc. ("MOODY'S"):
<TABLE>
<CAPTION>
S&P MOODY'S
CLASS RATING RATING TYPE
----------- ------ ------- ----------------------------
<S> <C> <C> <C>
Class 1-A-1 AAA Aaa Senior/Floating Pass-Through
Rate/Super Senior

Rate/Support
Class 1-X-1 AAA Aaa Senior/Variable Pass-Through

Rate/Component

Rate/Component

Rate/Component

Rate/Super Senior

Rate/Super Senior

Rate/ Super Senior/Support
Class 2-A-4 AAA* Aaa* Senior/Floating Pass-Through

Rate/Support

Rate/Component

Rate/Component
Class A-R AAA Aaa Senior/Variable Pass-Through

Rate/Residual
Class M-X AAA ** Subordinate/Variable
EXHIBIT 8 -130-
ID #:9954
Pass-Through Rate/Component
Class M-1 AA+ Aa1 Subordinate/Floating

Pass-Through Rate
Class M-2 AA Aa2 Subordinate/Floating

Pass-Through Rate
Class M-3 AA Aa3 Subordinate/Floating

Pass-Through Rate
Class M-4 AA- A1 Subordinate/Floating

Pass-Through Rate
Class M-5 A+ A2 Subordinate/Floating

Pass-Through Rate
Class M-6 A- A3 Subordinate/Floating

Pass-Through Rate
Class M-7 BBB+ Baa1 Subordinate/Floating

Pass-Through Rate
Class B-1 BBB Baa2 Subordinate/Floating

Pass-Through Rate
Class B-2 BBB- Baa3 Subordinate/Floating

Pass-Through Rate
</TABLE>
----------
* The ratings assigned to the Class 2-A-4 Certificates are without regard to
the Class 2-A-4 Policy.
** Moody's was not asked to rate these certificates.
S-3
<PAGE>
A rating is not a recommendation to buy, sell or hold securities. These ratings

may be lowered or withdrawn at any time by either of the rating agencies.
See "Ratings" in this prospectus supplement.
See "Description of the Certificates -- General" and "-- Book-Entry

Certificates" in this prospectus supplement and "The Mortgage Pool" in this
prospectus supplement and "The Trust Fund -- The Mortgage Loans -- General" in
the prospectus.
OTHER CERTIFICATES
In addition to the offered certificates, the trust fund will issue the Class
P-1, Class P-2, Class B-3, Class B-4 and Class B-5 Certificates, which are not
being offered pursuant to this prospectus supplement and the prospectus. Each of
the Class P-1 and Class P-2 Certificates will have an initial class certificate
balance of $100 and will not be entitled to distributions in respect of
interest. The Class P-1 and Class P-2 Certificates will be entitled to all
prepayment charges received in respect of the mortgage loans in loan group 1 and
EXHIBIT 8 -131-
ID #:9955
loan group 2, respectively. The Class B-3, Class B-4 and Class B-5 Certificates
will have initial class certificate balances of approximately $13,633,000,
$17,643,000 and $12,831,765, respectively, and will each have a floating
pass-through rate calculated as described in this prospectus supplement. Any
information contained in this prospectus supplement with respect to the Class
P-1, Class P-2, Class B-3, Class B-4 and Class B-5 Certificates is provided only
to permit a better understanding of the offered certificates.
See "Description of the Certificates--General" and "--Book-Entry Certificates,"

"Ratings" and "The Mortgage Pool" in this prospectus supplement and "The Trust
Fund--The Mortgage Loans--General" in the prospectus.
RELATIONSHIP BETWEEN THE LOAN GROUPS AND THE CERTIFICATE GROUPS
The certificates with a "1" prefix and the Class A-R Certificates are sometimes
referred to in this prospectus supplement as the group 1 senior certificates and
they correspond to the mortgage loans in loan group 1. The certificates with a
"2" prefix are sometimes referred to in this prospectus supplement as the group
2 senior certificates and they correspond to the mortgage loans in loan group 2.
The subordinated certificates correspond to the mortgage loans in both loan
groups. The certificates generally receive distributions based on principal and
interest collected from the mortgage loans in the corresponding loan group or
loan groups.
CERTIFICATE DESIGNATIONS
We sometimes use the following designations to refer to the specified classes of

certificates in order to aid your understanding of the offered certificates.
<TABLE>
<CAPTION>
DESIGNATION CLASSES OF CERTIFICATES
-------------------------- ----------------------------------------
<S> <C>
Senior Certificates Class 1-A-1, Class 1-A-2,
Class 1-X-1, Class 1-X-2, Class 1-X-3,
Class 2-A-1,
Class 2-A-2, Class 2-A-3, Class 2-A-4,
Class 2-X-1,
Class 2-X-2 and Class A-R Certificates
Subordinated Certificates Class M-X, Class M and Class B

Certificates
LIBOR Certificates Class 1-A-1 Certificates, Class M

Certificates and Class B Certificates
MTA Certificates Class 1-A-2, Class 2-A-1, Class 2-A-2,

Class 2-A-3 and Class 2-A-4 Certificates
Floating Rate Certificates LIBOR Certificates and MTA Certificates
Class X Certificates Class 1-X-1, Class 1-X-2, Class 1-X-3,

Class 2-X-1, Class 2-X-2 and Class M-X
Certificates
LIBOR Class X Certificates Class 1-X-1 and Class M-X Certificates
MTA Class X Certificates Class 1-X-2, Class 1-X-3, Class 2-X-1

and Class 2-X-2 Certificates
EXHIBIT 8 -132-
ID #:9956
Class M Certificates Class M-1, Class M-2, Class M-3, Class

M-4, Class M-5, Class M-6 and Class M-7
Certificates
Class B Certificates Class B-1, Class B-2,

Class B-3, Class B-4 and
Class B-5 Certificates
</TABLE>
COMPONENTS
Solely for purposes of determining distributions of principal and interest and

the allocation of realized losses and net deferred interest on the mortgage
loans, each class of Class X Certificates will be comprised of two components:
an interest-only component (each, a "CLASS X IO COMPONENT") and a principal and
interest component (each, a "CLASS X P COMPONENT"). The Class X IO Components
are
S-4
<PAGE>
interest-only component (each, a "CLASS X IO COMPONENT") and a principal and

interest component (each, a "CLASS X P COMPONENT"). The Class X IO Components
are interest-only components that will not have component principal balances but
will accrue interest on their respective component notional amounts set forth
below:
<TABLE>
<CAPTION>
CLASS X IO COMPONENT
INITIAL COMPONENT
CLASS OF CERTIFICATES NOTIONAL AMOUNT
--------------------- --------------------
<S> <C>
Class 1-X-1 $262,595,000
Class 1-X-2 $175,064,000
Class 1-X-3 $175,064,000
Class 2-X-1 $989,836,000
Class 2-X-2 $989,836,000
Class M-X $176,431,765
</TABLE>
Each Class X P Component will have a component principal balance (initially,

zero) that will increase depending on the amount of net deferred interest
allocated to the related Class X IO Component, as described under "Description
of the Certificates--Interest" in this prospectus supplement. The class
certificate balance, if any, of each class of Class X Certificates will equal
the component principal balance of the related Class X P Component.
See "Description of the Certificates --Component Classes" in this prospectus

supplement.
CUT-OFF DATE
The later of October 1, 2005 and the date of origination for that mortgage loan
(either of these dates is sometimes referred to in this prospectus supplement as
the "CUT-OFF DATE)."
EXHIBIT 8 -133-
ID #:9957
(5) from remaining available funds from both loan groups, to interest on and
then principal of the Class M-X Certificates; provided, however, that any
distribution of interest that the Class M-X IO Component is otherwise
entitled to receive (after giving effect to any reduction in respect of net
deferred interest on the mortgage loans allocated to that component on such
distribution date) will first be deposited into the carryover shortfall
reserve fund;
(6) from remaining available funds from both loan groups, to interest on and
then principal of each other class of subordinated certificates, in the
order of their seniority, beginning with the Class M-1 Certificates, as
described under "Description of the Certificates -- Interest" and "--
Principal" in this prospectus supplement;
(7) to payment to the insurer the amount of all payments made by the insurer
pursuant to the Class 2-A-4 Policy which have not been previously repaid
(without any interest on such amount);
(8) from amounts on deposit in the carryover shortfall reserve fund as

described under "Description of the Certificates--Carryover Shortfall
Reserve Fund"; and
(9) from remaining available funds from all loan groups, to the Class A-R
Certificates.
See "Description of the Certificates" in this prospectus supplement.
THE CORRIDOR CONTRACT
The trust fund will have the benefit of an interest rate corridor contract for
the Class 1-A-1 Certificates. Amounts paid under the corridor contract will be
available as described in this prospectus supplement to cover carryover
shortfall amounts resulting from the application of the net rate cap to the
pass-through rate on the Class 1-A-1 Certificates.
Payments under the corridor contract will be made pursuant to the formula
described in "Description of the Certificates -- The Corridor Contract" in this
prospectus supplement.
Any amounts received on the corridor contract for a distribution date that
remains unpaid will be distributed to Deutsche Bank Securities Inc.
See "Description of the Certificates -- The Corridor Contracts" in this

ADVANCES
The master servicer will make cash advances with respect to delinquent payments
of principal and interest on the mortgage loans to the extent the master
servicer reasonably believes that the cash advances can be repaid from future
payments on the mortgage loans. These cash advances are only intended to
maintain a regular flow of scheduled interest and principal payments on the
certificates and are not intended to guarantee or insure against losses.
See "Servicing of Mortgage Loans -- Advances" in this prospectus supplement.
CREDIT ENHANCEMENT
The issuance of senior certificates and subordinated certificates by the trust

fund is designed to increase the likelihood that senior certificateholders will
EXHIBIT 8 -134-
ID #:9958
receive regular payments of interest and principal.
S-7
<PAGE>
SUBORDINATION
The senior certificates will have a payment priority over the classes of
subordinated certificates. Among the subordinated certificates offered by this
prospectus supplement, the Class M-X Certificates will have a payment priority
over the other classes of subordinated certificates and the Class M Certificates
will have a payment priority over the Class B Certificates. Within the Class M
and Class B Certificates, each class of certificates will have a payment
priority over those classes of certificates, if any, with a higher numerical
designation.
Subordination is designed to provide the holders of certificates with a higher

payment priority with protection against losses realized when the remaining
unpaid principal balance on a mortgage loan exceeds the amount of proceeds
recovered upon the liquidation of that mortgage loan. In general, this loss
protection is accomplished by allocating the realized losses on the mortgage
loans in a loan group first, among the subordinated certificates, beginning with
the class of subordinated certificates then outstanding with the lowest payment
priority, and second to the senior certificates (other than any related notional
amount components) related to that loan group.
The preceding paragraph notwithstanding, realized losses on the mortgage loans

in each loan group that are allocated to the senior certificates related to such
loan group will be allocated in accordance with the priorities set forth in this
prospectus supplement under "Description of the Certificates -- Allocation of
Losses."
FINANCIAL GUARANTY INSURANCE POLICY
It is a condition of the issuance of the Class 2-A-4 Certificates that they be

rated, without regard to the Class 2-A-4 Policy, "AAA" by S&P and "Aaa" by
Moody's. These ratings are the highest possible ratings from each of these
rating agencies and they are based primarily on the credit enhancement provided
by the subordinate certificates.
The Class 2-A-4 Certificates will have the benefit of a financial guaranty
insurance policy (referred to in this prospectus supplement as the Class 2-A-4
Policy), pursuant to which Financial Security Assurance Inc. will
unconditionally and irrevocably guarantee certain payments on the Class 2-A-4
Certificates on each distribution date.
See "Description of the Certificates -- Allocation of Losses" in this prospectus

supplement," Credit Enhancement -- Subordination" in this prospectus supplement
and in the prospectus and "Credit Enhancement -- The Financial Guaranty
Insurance Policy" in this prospectus supplement.
TAX STATUS
For federal income tax purposes, the trust fund (exclusive of the corridor
contract and the assets in the carryover shortfall reserve fund, the class 2-A-4
reserve fund and the corridor contract reserve fund) will consist of one or more
REMICs: one or more underlying REMICs (if any) and the master REMIC. The assets
of the lowest underlying REMIC in this tiered structure (or the master REMIC if
EXHIBIT 8 -135-
ID #:9959
intends to make a secondary market in the

classes of certificates purchased by it, but
has no obligation to do so. We cannot assure
you that a secondary market will develop or, if
it develops, that it will continue.
Consequently, you may not be able to sell your
certificates readily or at prices that will
enable you to realize your desired yield. The
market values of the certificates are
</TABLE>
S-18
<PAGE>
<TABLE>
<S> <C>
likely to fluctuate; these fluctuations may be
significant and could result in significant
losses to you.
The secondary markets for mortgage-backed

securities have experienced periods of
illiquidity and can be expected to do so in the
future. Illiquidity can have a severely adverse
effect on the prices of securities that are
especially sensitive to prepayment, credit, or
interest rate risk, or that have been
structured to meet the investment requirements
of limited categories of investors.
</TABLE>
SOME OF THE STATEMENTS CONTAINED IN OR INCORPORATED BY REFERENCE IN THIS

PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS CONSIST OF FORWARD-LOOKING
STATEMENTS RELATING TO FUTURE ECONOMIC PERFORMANCE OR PROJECTIONS AND OTHER
FINANCIAL ITEMS. THESE STATEMENTS CAN BE IDENTIFIED BY THE USE OF
FORWARD-LOOKING WORDS SUCH AS "MAY," "WILL," "SHOULD," "EXPECTS," "BELIEVES,"
"ANTICIPATES," "ESTIMATES," OR OTHER COMPARABLE WORDS. FORWARD-LOOKING
STATEMENTS ARE SUBJECT TO A VARIETY OF RISKS AND UNCERTAINTIES THAT COULD CAUSE
ACTUAL RESULTS TO DIFFER FROM THE PROJECTED RESULTS. THOSE RISKS AND
UNCERTAINTIES INCLUDE, AMONG OTHERS, GENERAL ECONOMIC AND BUSINESS CONDITIONS,
REGULATORY INITIATIVES AND COMPLIANCE WITH GOVERNMENTAL REGULATIONS, CUSTOMER
PREFERENCES AND VARIOUS OTHER MATTERS, MANY OF WHICH ARE BEYOND OUR CONTROL.
BECAUSE WE CANNOT PREDICT THE FUTURE, WHAT ACTUALLY HAPPENS MAY BE VERY
DIFFERENT FROM WHAT WE PREDICT IN OUR FORWARD-LOOKING STATEMENTS.
THE MORTGAGE POOL
GENERAL
The depositor, CWALT, Inc., will purchase the mortgage loans in the
mortgage pool from Countrywide Home Loans, Inc. and one or more other sellers
affiliated with Countrywide Financial Corporation (each of which is referred to
in this prospectus supplement as a seller and together they are referred to as
the sellers) pursuant to a pooling and servicing agreement, dated as of October
1, 2005, among the sellers, Countrywide Home Loans Servicing LP, as master
servicer, the depositor and The Bank of New York, as trustee, and will cause the
mortgage loans to be assigned to the trustee for the benefit of the holders of
the certificates. In this prospectus supplement, the mortgage loans in loan
EXHIBIT 8 -136-
ID #:9960
group 1 and loan group 2 are referred to as the "GROUP 1 MORTGAGE LOANS" and the
"GROUP 2 MORTGAGE LOANS", respectively, and together they are referred to as the
"MORTGAGE LOANS".
Under the pooling and servicing agreement, Countrywide Home Loans will make
certain representations, warranties and covenants to the depositor relating to,
among other things, the due execution and enforceability of the pooling and
servicing agreement and certain characteristics of the Mortgage Loans. In
addition, each of the sellers will represent and warrant that, prior to the sale
of the related Mortgage Loans to the depositor, the applicable seller had good
title to the Mortgage Loans sold by it. Subject to the limitations described in
the next sentence and under "-- Assignment of the Mortgage Loans," Countrywide
Home Loans (or the related seller, in the case of the representation regarding
good title) will be obligated to repurchase or substitute a similar mortgage
loan for any Mortgage Loan as to which there exists deficient documentation or
as to which there has been an uncured breach of any representation or warranty
relating to the characteristics of the Mortgage Loans that materially and
adversely affects the interests of the certificateholders in that Mortgage Loan.
Countrywide Home Loans will represent and warrant to the depositor in the
pooling and servicing agreement that the Mortgage Loans were selected from among
the outstanding one- to four-family mortgage loans in Countrywide Home Loans'
portfolio as to which the representations and warranties set forth in the
pooling and servicing agreement can be made and that the selection was not made
in a manner intended to adversely affect the interests of the
certificateholders. See "Mortgage Loan Program -- Representations by Sellers;
Repurchases" in the prospectus. Under the pooling and servicing agreement, the
depositor will assign all of its right, title and interest in the
representations, warranties and covenants
S-19
<PAGE>
(including the sellers' repurchase or substitution obligations) to the Trustee

for the benefit of the certificateholders. The depositor will make no
representations or warranties with respect to the Mortgage Loans and will have
no obligation to repurchase or substitute Mortgage Loans with deficient
documentation or which are otherwise defective. The sellers are selling the
Mortgage Loans without recourse and will have no obligation with respect to the
certificates in their respective capacities as sellers other than the repurchase
or substitution obligations described above. The obligations of the master
servicer with respect to the certificates are limited to the master servicer's
contractual servicing obligations under the pooling and servicing agreement.
The statistical information with respect to the Mortgage Loans set forth in
this prospectus supplement is based on the Stated Principal Balances of the
Mortgage Loans as of the later of (x) October 1, 2005 and (y) the date of
origination of each such Mortgage Loan (such date, the "CUT-OFF DATE"). The
depositor believes that the information set forth in this prospectus supplement
regarding the Mortgage Loans as of the cut-off date is representative of the
characteristics of the Mortgage Loans that will be delivered on the closing
date. However, certain Mortgage Loans may prepay or may be determined not to
meet the eligibility requirements for inclusion in the final mortgage pool. A
limited number of mortgage loans may be added to or substituted for the Mortgage
Loans that are described in this prospectus supplement. Any addition or
substitution will not result in a material difference in the final mortgage pool
although the cut-off date information regarding the actual Mortgage Loans may
vary somewhat from the information regarding the Mortgage Loans presented in
this prospectus supplement.
EXHIBIT 8 -137-
ID #:9961
As of the cut off date, the aggregate Stated Principal Balance of the
Mortgage Loans in the mortgage pool was approximately $1,603,926,865, which is
referred to as the "CUT OFF DATE POOL PRINCIPAL BALANCE." These Mortgage Loans
have been divided into two groups of Mortgage Loans (each is referred to as a
"LOAN GROUP"): loan group 1, which had an aggregate Stated Principal Balance as
of the cut off date of approximately $491,751,612, and loan group 2, which had
an aggregate Stated Principal Balance as of the cut off date of approximately
$1,112,175,253.
All of the Mortgage Loans will have original terms to maturity of 30 years.
The principal balance of each Mortgage Loan as of the cut-off date reflects the
application of scheduled payments of principal due on the Mortgage Loan on or
prior to the cut-off date, whether or not received, and any amounts of Deferred
Interest added to the Stated Principal Balance of such Mortgage Loan as a result
of negative amortization (as described below). Whenever reference is made in
this prospectus supplement to a percentage of some or all of the Mortgage Loans,
that percentage is determined on the basis of the Stated Principal Balances of
such Mortgage Loans as of the cut-off date, unless otherwise specified. The
Cut-off Date Pool Principal Balance of the Mortgage Loans set forth above is
subject to a variance of plus or minus five percent.
All of the Mortgage Loans will provide that payments are due on the first
day of each month (the "DUE DATE"). Scheduled monthly payments made by the
borrowers on the Mortgage Loans (referred to as "SCHEDULED PAYMENTS") either
earlier or later than their scheduled Due Dates will not affect the amortization
schedule or the relative application of the payments to principal and interest.
All of the Mortgage Loans will provide for a prepayment charge if the borrowers
prepay their mortgage loans within a period of up to thirty-nine months after
origination. All of the Mortgage Loans in loan group 1 will have a prepayment
charge period of up to thirty-nine months, and all of the Mortgage Loans in loan
group 2 will have a prepayment charge period of up to twenty-four months. The
holders of the Class P-1 and Class P-2 Certificates will be entitled to all
prepayment charges received on the Mortgage Loans, and those amounts will not be
available for distribution on the other classes of certificates.
The mortgage rate (the "MORTGAGE RATE") of each of the Mortgage Loans will
adjust in accordance with the terms of the related Mortgage Note. The Mortgage
Loans will provide for the adjustment to their respective Mortgage Rates at the
end of the initial fixed-rate period, if any, and monthly thereafter (each such
date, "ADJUSTMENT DATE") to equal the sum of the applicable Mortgage Index and
the fixed percentage amount specified in the related mortgage note (the "GROSS
MARGIN"). The "MORTGAGE INDEX" for the Mortgage Rate for each Mortgage Loan is
the twelve-month average monthly yield on U.S. Treasury Securities adjusted to a
constant maturity of one-year, as published by the Federal Reserve Board in the
Federal Reserve Statistical Release "Selected Interest Rates (H.15)" ("ONE-YEAR
MTA").
All of the Mortgage Loans will be "NEGATIVE AMORTIZATION LOANS." The

Mortgage Rates for the Negative Amortization Loans are generally fixed for the
one or three month period beginning with the month prior to the
S-20
<PAGE>
month in which the first scheduled payment occurs under the mortgage note (and
the related Mortgage Rate during such time period generally is less than the sum
of the applicable Mortgage Index and the related Gross Margin) and then they
EXHIBIT 8 -138-
ID #:9962
adjust monthly, but the scheduled payments on the Negative Amortization Loans
adjust annually on a date specified in the related mortgage note, subject to the
conditions (the "PAYMENT CAPS") that (i) the amount of the monthly payment (with
the exception of each fifth payment change date or the final payment change
date) will not increase by an amount that is more than 7.50% of the monthly
payment prior to the adjustment, (ii) as of the fifth payment adjustment date
and on the same day every fifth year thereafter and on the last payment
adjustment date, the monthly payment will be recast without regard to the
limitation in clause (i) above and (iii) if the unpaid principal balance exceeds
110% or 115%, as applicable, of the original principal balance due to Deferred
Interest, the monthly payment will be recast without regard to the limitation in
clause (i) to amortize fully the then unpaid principal balance of the Negative
Amortization Loan over its remaining term to maturity.
Since the Mortgage Rates adjust at a different time than the monthly
payments thereon and the Payment Caps may limit the amount by which the monthly
payments may adjust, the amount of a monthly payment may be more or less than
the amount necessary to fully amortize the principal balance of the Negative
Amortization Loan over its then remaining term at the applicable Mortgage Rate.
Accordingly, Negative Amortization Loans may be subject to reduced amortization
(if the monthly payment due on a Due Date is sufficient to pay interest accrued
during the related accrual period at the applicable Mortgage Rate but is not
sufficient to reduce principal in accordance with a fully amortizing schedule);
negative amortization (if interest accrued during the related accrual period at
the applicable Mortgage Rate is greater than the entire monthly payment due on
the related Due Date (such excess accrued interest, "DEFERRED INTEREST")); or
accelerated amortization (if the monthly payment due on a Due Date is greater
than the amount necessary to pay interest accrued during the related accrual
period at the applicable Mortgage Rate and to reduce principal in accordance
with a fully amortizing schedule). Any Deferred Interest is added to the
principal balance of the applicable Negative Amortization Loan and, if such
Deferred Interest is not offset by subsequent accelerated amortization, it may
result in a final lump sum payment at maturity greater than, and potentially
substantially greater than, the monthly payment due in the immediately preceding
Due Period.
Adjustments to the Mortgage Rate for each Mortgage Loan are subject to a
lifetime maximum interest rate (the "MAXIMUM MORTGAGE RATE"). After the initial
one or three month period during which the Mortgage Rate is fixed, each Mortgage
Loan specifies a lifetime minimum interest rate (the "MINIMUM MORTGAGE RATE"),
which is equal to the Gross Margin for that Mortgage Loan.
The earliest first payment date, earliest stated maturity date and latest
stated maturity date of any Mortgage Loan in each loan group is set forth in the
following table:
<TABLE>
<CAPTION>
LOAN GROUP EARLIEST FIRST PAYMENT DATE EARLIEST STATED MATURITY DATE LATEST STATED
--------------- --------------------------- ----------------------------- -------------
<S> <C> <C> <C>
Loan Group 1... May 1, 2005 April 1, 2035 November
Loan Group 2... August 1, 2005 July 1, 2035 November
</TABLE>
As of the cut-off date, no Mortgage Loan will be delinquent more than 30

days.
As of the cut-off date, no Mortgage Loan will be subject to a buydown

agreement.
EXHIBIT 8 -139-
ID #:9963
No Mortgage Loan will have a Loan-to-Value Ratio at origination of more

than 95.00%. Generally, each Mortgage Loan with a Loan-to-Value Ratio at
origination of greater than 80% will be covered by a primary mortgage guaranty
insurance policy issued by a mortgage insurance company acceptable to Fannie Mae
or Freddie Mac. The policy provides coverage in an amount equal to a specified
percentage multiplied by the sum of the remaining principal balance of the
related Mortgage Loan, the accrued interest on it and the related foreclosure
expenses. The specified coverage percentage for the Mortgage Loans with terms to
maturity of between 25 and 30 years is, generally, 12% for Loan-to-Value Ratios
between 80.01% and 85.00%, 25% for Loan-to-Value Ratios between 85.01% and
90.00%, 30% for Loan-to-Value Ratios between 90.01% and 95.00% and 35% for
Loan-to-Value Ratios between 95.01% and 100%. The specified coverage percentage
for Mortgage Loans with terms to maturity of up to 20 years ranges from 6% to
12% for Loan-to-Value Ratios between 80.01% to 85.00%; from 12% to 20% for
Loan-to-Value Ratios between 85.01% to 90.00% and 20% to 25% for Loan-to-Value
Ratios between 90.01% to 95.00%. The required coverage percentage of mortgage
insurance is determined by the type, term and Loan-to-Value Ratio of the
mortgage loan and may also vary based on occupancy type. However, under certain
circumstances, the specified coverage level may vary from the foregoing. With
respect to 58 Mortgage Loans
S-21
<PAGE>
constituting approximately 3.04% of the Group 1 Mortgage Loans and 87 Mortgage

Loans constituting approximately 2.32% of the Group 2 Mortgage Loans, in each
case by aggregate Stated Principal Balance of the Mortgage Loans in the related
loan group as of the cut off date and that will be identified on the mortgage
loan schedule, the lender (rather than the borrower) acquired the primary
mortgage guaranty insurance and charged the related borrower an interest
premium. Except for these lender acquired mortgage insurance Mortgage Loans, no
primary mortgage guaranty insurance policy will be required with respect to any
Mortgage Loan if maintaining the policy is prohibited by applicable law or after
the date on which the related Loan to Value Ratio is 80% or less or, based on a
new appraisal, the principal balance of the Mortgage Loan represents 80% or less
of the new appraised value. The primary mortgage guaranty insurance policy will
be maintained for the life of any lender acquired mortgage insurance mortgage
loans, unless otherwise provided in the mortgage note or otherwise prohibited by
law.
Except for the lender acquired mortgage insurance Mortgage Loans, no

primary mortgage guaranty insurance policy will be required with respect to any
Mortgage Loan if maintaining the policy is prohibited by applicable law or after
the date on which the related Loan-to-Value Ratio is 80% or less or, based on a
new appraisal, the principal balance of the Mortgage Loan represents 80% or less
of the new appraised value. The primary mortgage guaranty insurance policy will
be maintained for the life of the lender acquired mortgage insurance Mortgage
Loans, unless otherwise provided in the mortgage note or otherwise prohibited by
law.
The "LOAN-TO-VALUE RATIO" of a Mortgage Loan at any given time is a

fraction, expressed as a percentage, the numerator of which is the principal
balance of the related Mortgage Loan at the date of determination and the
denominator of which is
- in the case of a purchase, the lesser of the selling price of the

mortgaged property or its appraised value at the time of sale or
EXHIBIT 8 -140-
ID #:9964
- in the case of a refinance, the appraised value of the mortgaged

property at the time of the refinance, except in the case of a
mortgage loan underwritten pursuant to Countrywide Home Loans'
Streamlined Documentation Program as described under "--
Underwriting Process".
With respect to Mortgage Loans originated pursuant to the Streamlined

Documentation Program,
- if the loan-to-value ratio at the time of the origination of the

Mortgage Loan being refinanced was 80% or less and the loan
amount of the new loan being originated is $650,000 or less, then
the "LOAN-TO-VALUE RATIO" will be the ratio of the principal
amount of the new Mortgage Loan being originated divided by the
appraised value of the related mortgaged property at the time of
the origination of the Mortgage Loan being refinanced, as
reconfirmed by Countrywide Home Loans using an automated property
valuation system; or
- if the loan-to-value ratio at the time of the origination of the

Mortgage Loan being refinanced was greater than 80% or the loan
amount of the new loan being originated is greater than $650,000,
then the "LOAN-TO-VALUE RATIO" will be the ratio of the principal
amount of the new Mortgage Loan being originated divided by the
appraised value of the related mortgaged property as determined
by an appraisal obtained by Countrywide Home Loans at the time of
the origination of the new mortgage loan. See "--Underwriting
Process" in this prospectus supplement.
No assurance can be given that the value of any mortgaged property has
remained or will remain at the level that existed on the appraisal or sales
date. If residential real estate values generally or in a particular geographic
area decline, the Loan-to-Value Ratios might not be a reliable indicator of the
rates of delinquencies, foreclosures and losses that could occur with respect to
the Mortgage Loans.
The following information sets forth certain characteristics of the

Mortgage Loans in each loan group as of the cut-off date. Other than with
respect to rates of interest, percentages (approximate) are stated by the
aggregate Stated Principal Balance of the Mortgage Loans, in the applicable loan
group, as of the cut-off date. The sum in any column of the following tables may
not equal the indicated value due to rounding. In addition, each weighted
average FICO credit score set forth below has been calculated without regard to
any Mortgage Loan for which the FICO credit score is not available.
S-22
<PAGE>
LOAN GROUP 1
LOAN PROGRAM
<TABLE>
<CAPTION>
W
% OF AVERAGE WEIGHTED A
NUMBER AGGREGATE MORTGAGE PRINCIPAL AVERAGE RE
EXHIBIT 8 -141-
ID #:9965
OF PRINCIPAL LOANS IN BALANCE CURRENT T

MORTGAGE BALANCE LOAN OUTSTANDING MORTGAGE M
LOAN PROGRAM LOANS OUTSTANDING GROUP 1 ($) RATE (%) (
------------ -------- --------------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C
One-Year MTA.................. 1,222 $491,751,612.03 100.00% 402,415.39 2.451
----- --------------- ------
Total...................... 1,222 $491,751,612.03 100.00%
===== =============== ======
</TABLE>
CURRENT MORTGAGE LOAN PRINCIPAL BALANCES(1)
<TABLE>
<CAPTION>
% OF AVERAGE WEIGHTED
NUMBER AGGREGATE MORTGAGE PRINCIPAL AVERAGE R
RANGE OF OF PRINCIPAL LOANS IN BALANCE CURRENT
CURRENT MORTGAGE MORTGAGE BALANCE LOAN OUTSTANDING MORTGAGE
LOAN PRINCIPAL BALANCES ($) LOANS OUTSTANDING GROUP 1 ($) RATE (%)
--------------------------- -------- --------------- -------- ------------ --------
<S> <C> <C> <C> <C> <C> <
0.01 - 50,000.00 ............. 1 $ 17,947.89 0.00% 17,947.89 6.375
50,000.01 - 100,000.00 ....... 28 2,326,031.79 0.47 83,072.56 2.647
100,000.01 - 150,000.00 ...... 72 9,171,009.12 1.86 127,375.13 3.782
150,000.01 - 200,000.00 ...... 116 20,734,320.25 4.22 178,744.14 3.572
200,000.01 - 250,000.00 ...... 107 24,050,873.25 4.89 224,774.52 3.160
250,000.01 - 300,000.00 ...... 112 30,879,686.29 6.28 275,711.48 2.926
300,000.01 - 350,000.00 ...... 102 33,038,799.20 6.72 323,909.80 3.305
350,000.01 - 400,000.00 ...... 139 52,897,024.36 10.76 380,554.13 2.608
400,000.01 - 450,000.00 ...... 121 51,944,925.28 10.56 429,296.90 2.409
450,000.01 - 500,000.00 ...... 141 66,899,278.40 13.60 474,462.97 2.182
500,000.01 - 550,000.00 ...... 79 41,702,005.81 8.48 527,873.49 2.246
550,000.01 - 600,000.00 ...... 57 32,896,085.77 6.69 577,124.31 1.766
600,000.01 - 650,000.00 ...... 53 33,439,682.61 6.80 630,937.41 1.943
650,000.01 - 700,000.00 ...... 12 8,159,633.14 1.66 679,969.43 2.063
700,000.01 - 750,000.00 ...... 9 6,522,000.00 1.33 724,666.67 1.098
750,000.01 - 1,000,000.00 .... 50 44,611,807.37 9.07 892,236.15 2.477
1,000,000.01 - 1,500,000.00 .. 18 23,031,001.50 4.68 1,279,500.08 1.630
1,500,000.01 - 2,000,000.00 .. 5 9,429,500.00 1.92 1,885,900.00 1.766
----- --------------- ------
Total...................... 1,222 $491,751,612.03 100.00%
===== =============== ======
</TABLE>
----------
(1) As of the cut-off date, the average current mortgage loan principal balance
of the Mortgage Loans in loan group 1 was approximately $402,415.
S-23
<PAGE>
STATE DISTRIBUTION OF MORTGAGED PROPERTIES(1)
<TABLE>
<CAPTION>
EXHIBIT 8 -142-
ID #:9966
NUMBER AGGREGATE MORTGAGE PRINCIPAL AVERAGE
OF PRINCIPAL LOANS BALANCE CURRENT
MORTGAGE BALANCE IN LOAN OUTSTANDING MORTGAGE
STATE LOANS OUTSTANDING GROUP 1 ($) RATE (%)
----- -------- --------------- ---------- -----------
<S> <C> <C> <C> <C> <C>
California ................... 689 $308,268,378.66 62.69% 447,414.19 2.389
Florida ...................... 154 52,053,550.87 10.59 338,010.07 2.578
Maryland ..................... 18 10,202,067.58 2.07 566,781.53 2.964
Nevada ....................... 64 24,622,250.52 5.01 384,722.66 2.119
New York ..................... 25 13,552,900.00 2.76 542,116.00 1.349
Other (less than 2%) ......... 272 83,052,464.40 16.89 305,339.94 2.815
----- --------------- ------
Total ..................... 1,222 $491,751,612.03 100.00%
===== =============== ======
</TABLE>
(1) The Other row in the preceding table includes 29 other states and the
District of Columbia with under 2% concentrations individually As of the
cut-off date, no more than approximately 0.932% of the Mortgage Loans in
loan group 1 were secured by mortgaged properties located in any one postal
zip code area.
ORIGINAL LOAN-TO-VALUE RATIOS(1)(2)
<TABLE>
<CAPTION>
OF PRINCIPAL LOANS BALANCE CURRENT
RANGE OF ORIGINAL MORTGAGE BALANCE IN LOAN OUTSTANDING MORTGAGE
LOAN-TO-VALUE RATIOS (%) LOANS OUTSTANDING GROUP 1 ($) RATE (%)
------------------------ -------- --------------- ---------- -----------
<S> <C> <C> <C> <C> <C>
50.00 or Less ................ 25 $ 9,215,442.54 1.87% 368,617.70 2.028
50.01 - 55.00 ................ 17 6,987,793.87 1.42 411,046.70 1.752
55.01 - 60.00 ................ 38 22,170,939.76 4.51 583,445.78 1.574
60.01 - 65.00 ................ 41 18,760,545.07 3.82 457,574.27 2.343
65.01 - 70.00 ................ 87 45,996,288.73 9.35 528,692.97 1.776
70.01 - 75.00 ................ 209 92,173,063.87 18.74 441,019.44 2.406
75.01 - 80.00 ................ 690 267,866,160.45 54.47 388,211.83 2.318
80.01 - 85.00 ................ 17 4,556,510.05 0.93 268,030.00 4.264
85.01 - 90.00 ................ 53 14,205,613.02 2.89 268,030.43 6.283
90.01 - 95.00 ................ 45 9,819,254.67 2.00 218,205.66 6.336
----- --------------- ------
Total ..................... 1,222 $491,751,612.03 100.00%
===== =============== ======
</TABLE>
----------
(1) As of the cut-off date, the weighted average original Loan-to-Value Ratio
of the Mortgage Loans in loan group 1 was approximately 75.51%.
(2) Does not take into account any secondary financing on the Mortgage Loans in
loan group 1 that may exist at the time of origination.
S-24
EXHIBIT 8 -143-
ID #:9967
<PAGE>
CURRENT MORTGAGE RATES(1)
<TABLE>
<CAPTION>
WEIGHTED
% OF AVERAGE AVERAGE
NUMBER AGGREGATE MORTGAGE PRINCIPAL REMAINING
OF PRINCIPAL LOANS BALANCE TERM TO
MORTGAGE BALANCE IN LOAN OUTSTANDING MATURITY
CURRENT MORTGAGE RATE (%) LOANS OUTSTANDING GROUP 1 ($) (MONTHS)
------------------------ -------- --------------- ---------- -----------
<S> <C> <C> <C> <C> <C>
1.000 ........................ 507 $233,475,027.89 47.48% 460,503.01 360
1.250 ........................ 50 22,225,893.00 4.52 444,517.86 360
1.350 ........................ 1 439,000.00 0.09 439,000.00 360
1.375 ........................ 92 28,926,414.00 5.88 314,417.54 360
1.500 ........................ 56 30,619,823.00 6.23 546,782.55 360
1.625 ........................ 7 1,362,000.00 0.28 194,571.43 360
1.750 ........................ 49 19,234,066.28 3.91 392,531.96 360
1.875 ........................ 6 2,547,850.00 0.52 424,641.67 360
2.000 ........................ 16 7,653,050.00 1.56 478,315.63 360
2.125 ........................ 10 2,122,160.00 0.43 212,216.00 360
2.135 ........................ 1 178,500.00 0.04 178,500.00 360
2.250 ........................ 4 1,488,800.00 0.30 372,200.00 360
2.290 ........................ 1 356,000.00 0.07 356,000.00 360
2.375 ........................ 7 2,124,000.00 0.43 303,428.57 360
2.500 ........................ 21 5,738,413.00 1.17 273,257.76 360
2.505 ........................ 1 607,750.00 0.12 607,750.00 360
2.670 ........................ 3 654,750.00 0.13 218,250.00 360
2.750 ........................ 7 3,574,143.02 0.73 510,591.86 360
2.875 ........................ 3 943,450.00 0.19 314,483.33 360
2.970 ........................ 1 170,484.09 0.03 170,484.09 358
3.000 ........................ 23 5,952,351.00 1.21 258,797.87 360
3.250 ........................ 2 597,600.00 0.12 298,800.00 360
3.375 ........................ 5 2,472,751.00 0.50 494,550.20 360
3.500 ........................ 10 2,773,640.00 0.56 277,364.00 360
3.625 ........................ 1 510,000.00 0.10 510,000.00 360
3.750 ........................ 5 1,335,750.00 0.27 267,150.00 360
4.875 ........................ 1 272,349.42 0.06 272,349.42 359
5.250 ........................ 1 255,283.27 0.05 255,283.27 357
5.465 ........................ 1 205,959.59 0.04 205,959.59 358
5.480 ........................ 1 280,055.37 0.06 280,055.37 358
5.500 ........................ 5 2,016,323.58 0.41 403,264.72 359
5.625 ........................ 9 4,411,705.70 0.90 490,189.52 359
5.640 ........................ 1 144,829.80 0.03 144,829.80 358
5.700 ........................ 1 434,215.69 0.09 434,215.69 357
5.730 ........................ 1 161,398.47 0.03 161,398.47 358
</TABLE>
S-25
<PAGE>
<TABLE>
<CAPTION>
WEIGHTED
EXHIBIT 8 -144-
ID #:9968
% OF AVERAGE
NUMBER AGGREGATE MORTGAGE AVERAGE REMAININ
OF PRINCIPAL LOANS IN PRINCIPAL TERM TO
MORTGAGE BALANCE LOAN BALANCE MATURIT
CURRENT MORTGAGE RATE (%) LOANS OUTSTANDING GROUP 1 OUTSTANDING ($) (MONTHS
------------------------- -------- --------------- -------- ---------------
<S> <C> <C> <C> <C> <C>
5.750 ........................ 5 1,855,441.46 0.38 371,088.29 359
5.760 ........................ 1 117,076.27 0.02 117,076.27 359
5.770 ........................ 1 378,223.49 0.08 378,223.49 357
5.830 ........................ 1 304,396.48 0.06 304,396.48 357
5.875 ........................ 38 13,916,577.06 2.83 366,225.71 358
5.905 ........................ 1 267,701.15 0.05 267,701.15 358
5.955 ........................ 1 119,714.03 0.02 119,714.03 359
6.000 ........................ 53 19,444,329.46 3.95 366,874.14 359
6.040 ........................ 1 346,665.46 0.07 346,665.46 358
6.090 ........................ 1 396,507.84 0.08 396,507.84 357
6.095 ........................ 1 169,028.68 0.03 169,028.68 358
6.105 ........................ 1 484,094.08 0.10 484,094.08 359
6.125 ........................ 48 15,996,386.61 3.25 333,258.05 358
6.155 ........................ 1 150,936.48 0.03 150,936.48 358
6.170 ........................ 1 157,083.85 0.03 157,083.85 358
6.215 ........................ 1 202,091.45 0.04 202,091.45 358
6.240 ........................ 1 242,464.86 0.05 242,464.86 357
6.250 ........................ 30 12,399,074.73 2.52 413,302.49 359
6.270 ........................ 1 161,086.52 0.03 161,086.52 358
6.280 ........................ 4 790,409.05 0.16 197,602.26 358
6.290 ........................ 1 296,954.19 0.06 296,954.19 358
6.320 ........................ 1 301,111.56 0.06 301,111.56 357
6.355 ........................ 2 516,621.88 0.11 258,310.94 357
6.360 ........................ 1 260,064.60 0.05 260,064.60 358
6.375 ........................ 23 8,424,865.08 1.71 366,298.48 359
6.395 ........................ 2 565,438.50 0.11 282,719.25 358
6.400 ........................ 1 243,314.47 0.05 243,314.47 357
6.405 ........................ 3 466,628.94 0.09 155,542.98 358
6.415 ........................ 1 282,393.55 0.06 282,393.55 358
6.420 ........................ 1 411,430.80 0.08 411,430.80 356
6.430 ........................ 2 494,538.41 0.10 247,269.21 358
6.440 ........................ 2 333,017.90 0.07 166,508.95 358
6.480 ........................ 1 346,518.60 0.07 346,518.60 358
6.500 ........................ 30 9,863,239.55 2.01 328,774.65 359
6.530 ........................ 2 622,350.93 0.13 311,175.47 359
6.540 ........................ 1 292,515.70 0.06 292,515.70 358
</TABLE>
S-26
<PAGE>
<TABLE>
<CAPTION>
WEIGHTED
% OF AVERAGE
------------------------- -------- --------------- -------- ---------------
<S> <C> <C> <C> <C> <C>
EXHIBIT 8 -145-
ID #:9969
6.555 ........................ 1 463,476.70 0.09 463,476.70 358

6.625 ........................ 35 10,280,677.30 2.09 293,733.64 359
6.665 ........................ 1 396,039.29 0.08 396,039.29 358
6.750 ........................ 1 59,865.26 0.01 59,865.26 359
6.790 ........................ 1 375,326.68 0.08 375,326.68 359
6.795 ........................ 1 113,791.50 0.02 113,791.50 359
6.855 ........................ 1 190,793.88 0.04 190,793.88 358
6.875 ........................ 4 1,812,812.56 0.37 453,203.14 358
7.000 ........................ 1 172,748.02 0.04 172,748.02 356
----- --------------- ------
Total...................... 1,222 $491,751,612.03 100.00%
===== =============== ======
</TABLE>
----------
(1) The current mortgage rates listed in the preceding table include lender
paid mortgage insurance premiums. As of the cut-off date, the weighted
average current mortgage rate of the Mortgage Loans in loan group 1 was
approximately 2.451% per annum. As of the cut-off date, the weighted
average current mortgage rate of the Mortgage Loans in loan group 1 net of
the premium charged by the lender in connection with lender paid mortgage
insurance was approximately 2.429% per annum.
TYPES OF MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
OF PRINCIPAL LOANS IN BALANCE CURRENT
MORTGAGE BALANCE LOAN OUTSTANDING MORTGAGE
PROPERTY TYPE LOANS OUTSTANDING GROUP 1 ($) RATE (%)
------------- ---------- --------------- -------- -----------
<S> <C> <C> <C> <C> <C>
2-4 Family Residence ......... 95 $ 40,303,948.77 8.20% 424,252.09 2.607
High-rise Condominium ........ 15 6,126,426.34 1.25 408,428.42 1.905
Low-rise Condominium ......... 100 30,774,729.73 6.26 307,747.30 2.384
Planned Unit Development ..... 239 99,847,659.49 20.30 417,772.63 2.580
Single Family Residence ...... 773 314,698,847.70 64.00 407,113.65 2.407
----- --------------- ------
TOTAL...................... 1,222 $491,751,612.03 100.00%
===== =============== ======
</TABLE>
S-27
<PAGE>
LOAN PURPOSE
<TABLE>
<CAPTION>
LOAN PURPOSE LOANS OUTSTANDING GROUP 1 ($) RATE (%)
EXHIBIT 8 -146-
ID #:9970
------------- ---------- --------------- -------- -----------

<S> <C> <C> <C> <C> <C>
Refinance (cash-out) ......... 664 $266,342,234.30 54.16% 401,117.82 2.375
Purchase ..................... 361 148,068,202.73 30.11 410,161.23 2.453
Refinance (rate/term) ........ 197 77,341,175.00 15.73 392,594.80 2.709
----- --------------- ------
TOTAL...................... 1,222 $491,751,612.03 100.00%
===== =============== ======
</TABLE>
OCCUPANCY TYPES(1)
<TABLE>
<CAPTION>
OCCUPANCY TYPE LOANS OUTSTANDING GROUP 1 ($) RATE (%)
-------------- ---------- --------------- -------- -----------
<S> <C> <C> <C> <C> <C>
Investment Property .......... 218 $ 66,401,764.90 13.50% 304,595.25 2.696
Primary Residence ............ 972 413,228,001.99 84.03 425,131.69 2.405
Secondary Residence .......... 32 12,121,845.14 2.47 378,807.66 2.662
----- --------------- ------
TOTAL...................... 1,222 $491,751,612.03 100.00%
===== =============== ======
</TABLE>
----------
(1) Based upon representations of the related borrowers at the time of
origination.
S-28
<PAGE>
REMAINING TERMS TO MATURITY(1)
<TABLE>
<CAPTION>
% OF WEIGHTED
NUMBER AGGREGATE MORTGAGE AVERAGE AVERAGE
OF PRINCIPAL LOANS IN PRINCIPAL CURRENT
REMAINING TERM MORTGAGE BALANCE LOAN BALANCE MORTGAGE
TO MATURITY (MONTHS) LOANS OUTSTANDING GROUP 1 OUTSTANDING ($) RATE (%)
-------------------- -------- --------------- -------- ---------------
<S> <C> <C> <C> <C> <C>
360 .......................... 876 $374,304,934.00 76.12% 427,288.74 1.301
359 .......................... 189 70,029,215.88 14.24 370,524.95 6.006
358 .......................... 118 34,088,598.36 6.93 288,886.43 6.284
357 .......................... 32 10,560,584.38 2.15 330,018.26 6.252
356 .......................... 3 1,426,312.01 0.29 475,437.34 6.628
355 .......................... 2 284,592.30 0.06 142,296.15 5.913
354 .......................... 2 1,057,375.10 0.22 528,687.55 5.956
----- --------------- ------
TOTAL ..................... 1,222 $491,751,612.03 100.00%
===== =============== ======
EXHIBIT 8 -147-
ID #:9971
</TABLE>
----------
(1) As of the cut-off date, the weighted average remaining term to maturity of
the Mortgage Loans in loan group 1 was approximately 360 months.
DOCUMENTATION PROGRAMS
<TABLE>
<CAPTION>
DOCUMENTATION PROGRAM LOANS OUTSTANDING GROUP 1 ($) RATE (%)
--------------------- ---------- --------------- -------- -----------
<S> <C> <C> <C> <C> <C>
Full/Alternative ............. 177 $ 59,964,070.16 12.19% 338,780.06 3.187
Reduced ...................... 824 363,948,449.72 74.01 441,685.01 2.235
Stated Income/Stated Asset ... 221 67,839,092.15 13.80 306,964.22 2.959
----- --------------- ------
TOTAL ..................... 1,222 $491,751,612.03 100.00%
===== =============== ======
</TABLE>
S-29
<PAGE>
FICO CREDIT SCORES(1)
<TABLE>
<CAPTION>
W
NUMBER AGGREGATE MORTGAGE PRINCIPAL AVERAGE RE
OF PRINCIPAL LOANS IN BALANCE CURRENT T
MORTGAGE BALANCE LOAN OUTSTANDING MORTGAGE M
RANGE OF FICO CREDIT SCORES LOANS OUTSTANDING GROUP 1 ($) RATE (%) (
--------------------------- -------- --------------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C
601 - 620 .................... 17 $ 7,495,076.34 1.52% 440,886.84 2.032
621 - 640 .................... 141 48,250,470.73 9.81 342,201.92 2.881
641 - 660 .................... 210 74,138,987.61 15.08 353,042.80 2.638
661 - 680 .................... 270 105,076,876.43 21.37 389,173.62 2.327
681 - 700 .................... 191 84,246,162.67 17.13 441,079.39 2.379
701 - 720 .................... 128 62,325,743.52 12.67 486,919.87 2.433
721 - 740 .................... 98 41,291,579.89 8.40 421,342.65 2.377
741 - 760 .................... 84 34,128,913.51 6.94 406,296.59 2.111
761 - 780 .................... 49 22,231,661.13 4.52 453,707.37 2.852
781 - 800 .................... 20 7,892,154.73 1.60 394,607.74 2.045
801 - 820 .................... 8 2,928,105.47 0.60 366,013.18 2.447
Not Available ................ 6 1,745,880.00 0.36 290,980.00 1.000
----- --------------- ------
TOTAL ..................... 1,222 $491,751,612.03 100.00%
===== =============== ======
</TABLE>
EXHIBIT 8 -148-
ID #:9972
----------
(1) As of the cut-off date, the weighted average FICO Credit Score of the
mortgagors related to the Mortgage Loans in loan group 1 was approximately
689.
S-30
<PAGE>
GROSS MARGINS(1)
<TABLE>
<CAPTION>
WE
% OF AVERAGE WEIGHTED AV
NUMBER AGGREGATE MORTGAGE PRINCIPAL AVERAGE REM
OF PRINCIPAL LOANS IN BALANCE CURRENT TE
MORTGAGE BALANCE LOAN OUTSTANDING MORTGAGE MA
GROSS MARGIN (%) LOANS OUTSTANDING GROUP 1 ($) RATE (%) (M
---------------- -------- -------------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C>
1.375 ........................ 1 $ 225,000.00 0.05% 225,000.00 1.375
1.775 ........................ 1 459,920.00 0.09 459,920.00 1.000
1.875 ........................ 1 272,349.42 0.06 272,349.42 4.875
1.900 ........................ 1 444,000.00 0.09 444,000.00 1.000
1.975 ........................ 1 624,000.00 0.13 624,000.00 1.000
2.050 ........................ 3 1,693,250.00 0.34 564,416.67 1.242
2.125 ........................ 1 500,000.00 0.10 500,000.00 1.000
2.200 ........................ 4 2,998,000.00 0.61 749,500.00 1.034
2.250 ........................ 1 255,283.27 0.05 255,283.27 5.250
2.350 ........................ 6 2,903,100.00 0.59 483,850.00 1.066
2.425 ........................ 11 4,171,202.07 0.85 379,200.19 1.839
2.500 ........................ 19 10,144,340.21 2.06 533,912.64 1.695
2.575 ........................ 11 5,112,196.88 1.04 464,745.17 1.912
2.650 ........................ 28 14,910,111.82 3.03 532,503.99 2.122
2.725 ........................ 34 15,145,229.46 3.08 445,447.93 1.640
2.750 ........................ 1 634,500.00 0.13 634,500.00 1.000
2.800 ........................ 42 17,845,709.58 3.63 424,897.85 2.556
2.850 ........................ 4 1,176,462.13 0.24 294,115.53 3.613
2.875 ........................ 86 35,604,321.35 7.24 414,003.74 2.192
2.925 ........................ 4 1,170,052.66 0.24 292,513.17 2.208
2.950 ........................ 178 77,153,711.36 15.69 433,447.82 2.060
2.975 ........................ 4 1,707,684.56 0.35 426,921.14 6.000
3.000 ........................ 7 2,383,013.47 0.48 340,430.50 4.797
3.025 ........................ 7 2,348,660.07 0.48 335,522.87 3.055
3.050 ........................ 1 180,000.00 0.04 180,000.00 1.000
3.075 ........................ 127 55,065,206.01 11.20 433,584.30 2.347
3.100 ........................ 6 1,781,019.55 0.36 296,836.59 3.157
3.125 ........................ 4 1,164,161.26 0.24 291,040.32 6.125
3.150 ........................ 5 3,240,062.36 0.66 648,012.47 2.509
3.175 ........................ 3 1,207,538.66 0.25 402,512.89 3.929
3.200 ........................ 89 35,378,595.80 7.19 397,512.31 2.533
3.225 ........................ 1 190,000.00 0.04 190,000.00 1.750
3.250 ........................ 15 5,376,703.34 1.09 358,446.89 2.915
</TABLE>
S-31
EXHIBIT 8 -149-
ID #:9973
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE MORTGAGE PRINCIPAL AVERAGE R
NUMBER OF PRINCIPAL LOANS IN BALANCE CURRENT
GROSS MARGIN (%) LOANS OUTSTANDING GROUP 1 ($) RATE (%)
---------------- --------- --------------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <
3.300 ........................ 3 1,080,800.00 0.22 360,266.67 2.444
3.325 ........................ 88 36,320,176.08 7.39 412,729.27 2.193
3.375 ........................ 7 2,217,061.76 0.45 316,723.11 5.160
3.400 ........................ 4 1,177,218.35 0.24 294,304.59 2.494
3.425 ........................ 1 434,215.69 0.09 434,215.69 6.500
3.450 ........................ 101 36,120,623.80 7.35 357,629.94 2.648
3.458 ........................ 1 320,000.00 0.07 320,000.00 1.000
3.500 ........................ 5 1,280,371.10 0.26 256,074.22 5.418
3.525 ........................ 5 576,600.00 0.12 115,320.00 2.133
3.575 ........................ 220 86,956,519.30 17.68 395,256.91 2.359
3.625 ........................ 2 473,660.74 0.10 236,830.37 6.625
3.700 ........................ 5 1,001,220.63 0.20 200,244.13 3.689
3.725 ........................ 5 1,251,401.63 0.25 250,280.33 2.644
3.775 ........................ 1 144,829.80 0.03 144,829.80 6.750
3.800 ........................ 2 319,965.16 0.07 159,982.58 6.875
3.825 ........................ 5 1,996,199.93 0.41 399,239.99 5.456
3.850 ........................ 1 329,612.63 0.07 329,612.63 6.875
3.925 ........................ 3 1,020,698.95 0.21 340,232.98 4.001
3.950 ........................ 21 5,468,227.48 1.11 260,391.78 4.103
3.975 ........................ 1 131,441.45 0.03 131,441.45 1.750
4.000 ........................ 2 629,532.94 0.13 314,766.47 7.000
4.025 ........................ 1 378,223.49 0.08 378,223.49 7.000
4.075 ........................ 10 2,408,351.07 0.49 240,835.11 7.125
4.100 ........................ 4 1,832,800.00 0.37 458,200.00 2.664
4.200 ........................ 7 1,795,004.25 0.37 256,429.18 7.250
4.225 ........................ 1 260,064.60 0.05 260,064.60 7.250
4.325 ........................ 3 746,539.29 0.15 248,846.43 5.291
4.375 ........................ 2 392,885.33 0.08 196,442.67 7.375
4.425 ........................ 1 301,111.56 0.06 301,111.56 7.500
4.450 ........................ 3 920,869.73 0.19 306,956.58 6.532
----- --------------- ------
TOTAL ..................... 1,222 $491,751,612.03 100.00%
===== =============== ======
</TABLE>
----------
(1) As of the cut-off date, the weighted average gross margin of the Mortgage
Loans in loan group 1 was approximately 3.155%.
S-32
<PAGE>
MAXIMUM MORTGAGE RATES
<TABLE>
<CAPTION>
EXHIBIT 8 -150-
ID #:9974
MAXIMUM MORTGAGE RATE (%) LOANS OUTSTANDING GROUP 1 ($) RATE (%)
------------------------- --------- --------------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <
8.950 ....................... 3 $ 1,609,438.10 0.33% 536,479.37 6.215
9.950 ....................... 1210 486,810,239.46 99.00 402,322.51 2.421
10.325 ....................... 4 1,248,292.88 0.25 312,073.22 5.013
10.950 ....................... 4 1,881,141.59 0.38 470,285.40 5.241
11.325 ....................... 1 202,500.00 0.04 202,500.00 1.375
----- --------------- ------
TOTAL ..................... 1,222 $491,751,612.03 100.00%
===== =============== ======
</TABLE>
----------
(1) As of the cut off date, the weighted average maximum mortgage rate of the
group 1 mortgage loans was approximately 9.952% per annum..
INITIAL RATE ADJUSTMENT DATES
<TABLE>
<CAPTION>
INITIAL RATE ADJUSTMENT MORTGAGE BALANCE LOAN OUTSTANDING MORTGAGE
DATE LOANS OUTSTANDING GROUP 1 ($) RATE (%)
----------------------- --------- --------------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <
May 1, 2005 .................. 2 $ 1,057,375.10 0.22% 528,687.55 5.956
June 1, 2005 ................. 2 284,592.30 0.06 142,296.15 5.913
July 1, 2005 ................. 3 1,426,312.01 0.29 475,437.34 6.628
August 1, 2005 ............... 31 10,457,194.12 2.13 337,328.84 6.253
September 1, 2005 ............ 112 32,739,939.14 6.66 292,320.89 6.412
October 1, 2005 .............. 182 67,434,830.22 13.71 370,521.05 6.182
November 1, 2005 ............. 807 340,046,401.22 69.15 421,371.01 1.278
December 1, 2005 ............. 52 27,905,625.92 5.67 536,646.65 1.354
January 1, 2006 .............. 28 8,623,342.00 1.75 307,976.50 2.274
February 1, 2006 ............. 3 1,776,000.00 0.36 592,000.00 2.011
----- --------------- ------
TOTAL ..................... 1,222 $491,751,612.03 100.00%
===== =============== ======
</TABLE>
S-33
<PAGE>
MINIMUM MORTGAGE RATES
<TABLE>
<CAPTION>
W
EXHIBIT 8 -151-
ID #:9975
AGGREGATE MORTGAGE PRINCIPAL AVERAGE RE

NUMBER OF PRINCIPAL LOANS IN BALANCE CURRENT T
MINIMUM MORTGAGE MORTGAGE BALANCE LOAN OUTSTANDING MORTGAGE M
RATE (%) LOANS OUTSTANDING GROUP 1 ($) RATE (%) (
---------------- --------- -------------- -------- ----------- --------
<S> <C> <C> <C> <C> <C> <C
1.375 ........................ 1 $ 225,000.00 0.05% 225,000.00 1.375
1.775 ........................ 1 459,920.00 0.09 459,920.00 1.000
1.875 ........................ 1 272,349.42 0.06 272,349.42 4.875
1.900 ........................ 1 444,000.00 0.09 444,000.00 1.000
1.975 ........................ 1 624,000.00 0.13 624,000.00 1.000
2.050 ........................ 3 1,693,250.00 0.34 564,416.67 1.242
2.125 ........................ 1 500,000.00 0.10 500,000.00 1.000
2.200 ........................ 4 2,998,000.00 0.61 749,500.00 1.034
2.250 ........................ 1 255,283.27 0.05 255,283.27 5.250
2.350 ........................ 6 2,903,100.00 0.59 483,850.00 1.066
2.425 ........................ 11 4,171,202.07 0.85 379,200.19 1.839
2.500 ........................ 19 10,144,340.21 2.06 533,912.64 1.695
2.575 ........................ 11 5,112,196.88 1.04 464,745.17 1.912
2.650 ........................ 28 14,910,111.82 3.03 532,503.99 2.122
2.725 ........................ 34 15,145,229.46 3.08 445,447.93 1.640
2.750 ........................ 1 634,500.00 0.13 634,500.00 1.000
2.800 ........................ 42 17,845,709.58 3.63 424,897.85 2.556
2.850 ........................ 4 1,176,462.13 0.24 294,115.53 3.613
2.875 ........................ 86 35,604,321.35 7.24 414,003.74 2.192
2.925 ........................ 4 1,170,052.66 0.24 292,513.17 2.208
2.950 ........................ 178 77,153,711.36 15.69 433,447.82 2.060
2.975 ........................ 4 1,707,684.56 0.35 426,921.14 6.000
3.000 ........................ 7 2,383,013.47 0.48 340,430.50 4.797
3.025 ........................ 7 2,348,660.07 0.48 335,522.87 3.055
3.050 ........................ 1 180,000.00 0.04 180,000.00 1.000
3.075 ........................ 127 55,065,206.01 11.20 433,584.30 2.347
3.100 ........................ 6 1,781,019.55 0.36 296,836.59 3.157
3.125 ........................ 4 1,164,161.26 0.24 291,040.32 6.125
3.150 ........................ 5 3,240,062.36 0.66 648,012.47 2.509
3.175 ........................ 3 1,207,538.66 0.25 402,512.89 3.929
3.200 ........................ 89 35,378,595.80 7.19 397,512.31 2.533
3.225 ........................ 1 190,000.00 0.04 190,000.00 1.750
3.250 ........................ 15 5,376,703.34 1.09 358,446.89 2.915
3.300 ........................ 3 1,080,800.00 0.22 360,266.67 2.444
</TABLE>
S-34
<PAGE>
<TABLE>
<CAPTION>
AGGREGATE MORTGAGE PRINCIPAL AVERAGE
MINIMUM MORTGAGE RATE (%) LOANS OUTSTANDING GROUP 1 ($) RATE (%)
------------------------- --------- --------------- --------- -----------
<S> <C> <C> <C> <C> <C>
3.325......................... 88 36,320,176.08 7.39 412,729.27 2.193
3.375 ........................ 7 2,217,061.76 0.45 316,723.11 5.160
3.400 ........................ 4 1,177,218.35 0.24 294,304.59 2.494
EXHIBIT 8 -152-
ID #:9976
3.425 ........................ 1 434,215.69 0.09 434,215.69 6.500

3.450 ........................ 101 36,120,623.80 7.35 357,629.94 2.648
3.458 ........................ 1 320,000.00 0.07 320,000.00 1.000
3.500 ........................ 5 1,280,371.10 0.26 256,074.22 5.418
3.525 ........................ 5 576,600.00 0.12 115,320.00 2.133
3.575 ........................ 220 86,956,519.30 17.68 395,256.91 2.359
3.625 ........................ 2 473,660.74 0.10 236,830.37 6.625
3.700 ........................ 5 1,001,220.63 0.20 200,244.13 3.689
3.725 ........................ 5 1,251,401.63 0.25 250,280.33 2.644
3.775 ........................ 1 144,829.80 0.03 144,829.80 6.750
3.800 ........................ 2 319,965.16 0.07 159,982.58 6.875
3.825 ........................ 5 1,996,199.93 0.41 399,239.99 5.456
3.850 ........................ 1 329,612.63 0.07 329,612.63 6.875
3.925 ........................ 3 1,020,698.95 0.21 340,232.98 4.001
3.950 ........................ 21 5,468,227.48 1.11 260,391.78 4.103
3.975 ........................ 1 131,441.45 0.03 131,441.45 1.750
4.000 ........................ 2 629,532.94 0.13 314,766.47 7.000
4.025 ........................ 1 378,223.49 0.08 378,223.49 7.000
4.075 ........................ 10 2,408,351.07 0.49 240,835.11 7.125
4.100 ........................ 4 1,832,800.00 0.37 458,200.00 2.664
4.200 ........................ 7 1,795,004.25 0.37 256,429.18 7.250
4.225 ........................ 1 260,064.60 0.05 260,064.60 7.250
4.325 ........................ 3 746,539.29 0.15 248,846.43 5.291
4.375 ........................ 2 392,885.33 0.08 196,442.67 7.375
4.425 ........................ 1 301,111.56 0.06 301,111.56 7.500
4.450 ........................ 3 920,869.73 0.19 306,956.58 6.532
----- --------------- ------
TOTAL ..................... 1,222 $491,751,612.03 100.00%
===== =============== ======
</TABLE>
----------
(1) As of the cut off date, the weighted average minimum mortgage rate of the
group 1 mortgage loans was approximately 3.155% per annum.
S-35
<PAGE>
MAXIMUM NEGATIVE AMORTIZATION(1)
<TABLE>
<CAPTION>
AGGREGATE MORTGAGE PRINCIPAL AVERAGE
MAXIMUM NEGATIVE MORTGAGE BALANCE LOAN OUTSTANDING MORTGAGE
AMORTIZATION (%) LOANS OUTSTANDING GROUP 1 ($) RATE (%)
---------------- --------- --------------- --------- -----------
<S> <C> <C> <C> <C> <C>
110 .......................... 25 $ 13,552,900.00 2.76% 542,116.00 1.349
115 .......................... 1197 478,198,712.03 97.24 399,497.67 2.482
----- --------------- -----
TOTAL ..................... 1,222 $491,751,612.03 100.00%
===== =============== =====
</TABLE>
----------
EXHIBIT 8 -153-
ID #:9977
(1) Reflects maximum allowable percentage of original unpaid principal balance.
S-36
<PAGE>
LOAN GROUP 2
LOAN PROGRAM
<TABLE>
<CAPTION>
MORTGAGE PRINCIPAL AVERAGE
NUMBER OF AGGREGATE LOANS IN BALANCE CURRENT
MORTGAGE PRINCIPAL BALANCE LOAN OUTSTANDING MORTGAGE
LOAN PROGRAM LOANS OUTSTANDING GROUP 2 ($) RATE (%)
------------ --------- ----------------- --------- -----------
<S> <C> <C> <C> <C> <C>
One-Year MTA 2,541 $1,112,175,252.97 100.00% 437,691.95 2.551
----- ----------------- ------
TOTAL...................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
</TABLE>
CURRENT MORTGAGE LOAN PRINCIPAL BALANCES(1)
<TABLE>
<CAPTION>
% OF AVERAGE WEIGHTE
MORTGAGE PRINCIPAL AVERAG
NUMBER OF AGGREGATE LOANS IN BALANCE CURREN
RANGE OF CURRENT MORTGAGE MORTGAGE PRINCIPAL BALANCE LOAN OUTSTANDING MORTGAG
LOAN PRINCIPAL BALANCES ($) LOANS OUTSTANDING GROUP 2 ($) RATE (%
--------------------------- --------- ----------------- --------- ------------
<S> <C> <C> <C> <C> <C>
0.01 - 50,000.00 ............. 2 $ 89,332.93 0.01% 44,666.47 3.463
50,000.01 - 100,000.00 ....... 31 2,589,433.61 0.23 83,530.12 2.762
100,000.01 - 150,000.00 ...... 140 18,045,678.85 1.62 128,897.71 2.947
150,000.01 - 200,000.00 ...... 215 38,379,910.80 3.45 178,511.21 2.769
200,000.01 - 250,000.00 ...... 208 46,805,451.23 4.21 225,026.21 3.055
250,000.01 - 300,000.00 ...... 224 61,995,239.85 5.57 276,764.46 3.043
300,000.01 - 350,000.00 ...... 183 59,550,810.99 5.35 325,414.27 2.672
350,000.01 - 400,000.00 ...... 324 123,158,582.30 11.07 380,119.08 2.645
400,000.01 - 450,000.00 ...... 245 104,544,579.03 9.40 426,712.57 2.574
450,000.01 - 500,000.00 ...... 210 100,065,819.64 9.00 476,503.90 2.699
500,000.01 - 550,000.00 ...... 164 86,127,472.50 7.74 525,167.52 2.335
550,000.01 - 600,000.00 ...... 141 81,211,300.11 7.30 575,966.67 2.479
600,000.01 - 650,000.00 ...... 123 77,914,471.38 7.01 633,450.99 2.754
650,000.01 - 700,000.00 ...... 58 39,128,174.48 3.52 674,623.70 2.244
700,000.01 - 750,000.00 ...... 49 35,661,877.90 3.21 727,793.43 1.790
750,000.01 - 1,000,000.00 .... 144 126,994,181.79 11.42 881,904.04 2.384
1,000,000.01 - 1,500,000.00 .. 67 87,306,736.81 7.85 1,303,085.62 2.045
1,500,000.01 - 2,000,000.00 .. 13 22,606,198.77 2.03 1,738,938.37 2.842
----- ----------------- ------
TOTAL ..................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
EXHIBIT 8 -154-
ID #:9978
</TABLE>
----------
(1) As of the cut-off date, the average current mortgage loan principal balance
of the Mortgage Loans in loan group 2 was approximately $437,692.
S-37
<PAGE>
STATE DISTRIBUTION OF MORTGAGED PROPERTIES(1)
<TABLE>
<CAPTION>
STATE LOANS OUTSTANDING GROUP 2 ($) RATE (%)
----- --------- ----------------- --------- -----------
<S> <C> <C> <C> <C> <C>
Arizona ...................... 130 $ 44,282,356.88 3.98% 340,633.51 3.204
California.................... 1,511 759,246,740.25 68.27 502,479.64 2.530
Florida ...................... 327 111,644,835.26 10.04 341,421.51 2.436
Nevada ....................... 138 48,067,046.34 4.32 348,311.93 2.300
LessThan2..................... 435 148,934,274.24 13.39 342,377.64 2.628
----- ----------------- ------
TOTAL ..................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
</TABLE>
(1) The Other row in the preceding table includes 34 other states and the
District of Columbia with under 2% concentrations individually As of the
cut-off date, no more than approximately 0.569% of the Mortgage Loans in
loan group 2 were secured by mortgaged properties located in any one postal
zip code area.
ORIGINAL LOAN-TO-VALUE RATIOS(1)(2)
<TABLE>
<CAPTION>
RANGE OF ORIGINAL MORTGAGE PRINCIPAL BALANCE LOAN OUTSTANDING MORTGAGE
LOAN-TO-VALUE RATIOS (%) LOANS OUTSTANDING GROUP 2 ($) RATE (%)
------------------------ --------- ----------------- --------- -----------
<S> <C> <C> <C> <C> <C>
50.00 or Less................. 42 $ 18,396,583.87 1.65% 438,013.90 2.502
50.01 - 55.00................. 24 13,052,243.51 1.17 543,843.48 2.613
55.01 - 60.00................. 40 20,741,855.23 1.86 518,546.38 2.628
60.01 - 65.00................. 78 42,990,738.00 3.87 551,163.31 2.025
65.01 - 70.00................. 168 106,163,852.29 9.55 631,927.69 2.412
70.01 - 75.00................. 450 247,934,685.82 22.29 550,965.97 2.525
75.01 - 80.00................. 1,538 606,089,777.11 54.50 394,076.58 2.440
80.01 - 85.00................. 7 2,911,683.14 0.26 415,954.73 4.703
85.01 - 90.00................. 134 37,091,855.18 3.34 276,804.89 4.526
EXHIBIT 8 -155-
ID #:9979
90.01 - 95.00................. 60 16,801,978.82 1.51 280,032.98 4.305

----- ----------------- ------
TOTAL...................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
</TABLE>
----------
(1) As of the cut-off date, the weighted average original Loan-to-Value Ratio
of the Mortgage Loans in loan group 2 was approximately 76.00%.
(2) Does not take into account any secondary financing on the Mortgage Loans in
loan group 2 that may exist at the time of origination.
S-38
<PAGE>
CURRENT MORTGAGE RATES(1)
<TABLE>
<CAPTION>
WEIGHTE
% OF AVERAGE
------------------------- -------- --------------- -------- ---------------
<S> <C> <C> <C> <C> <C>
1.000 ........................ 857 $445,152,004.32 40.03% 519,430.58 360
1.250 ........................ 97 40,249,169.00 3.62 414,939.89 360
1.375 ........................ 433 154,644,268.68 13.90 357,146.12 360
1.465 ........................ 1 319,500.00 0.03 319,500.00 360
1.500 ........................ 71 43,405,359.00 3.90 611,343.08 360
1.625 ........................ 9 2,512,683.00 0.23 279,187.00 360
1.705 ........................ 1 293,400.00 0.03 293,400.00 360
1.750 ........................ 84 37,181,999.98 3.34 442,642.86 360
1.865 ........................ 1 166,500.00 0.01 166,500.00 360
1.875 ........................ 7 1,981,600.00 0.18 283,085.71 360
1.945 ........................ 1 280,000.00 0.03 280,000.00 360
1.980 ........................ 1 245,700.00 0.02 245,700.00 360
2.000 ........................ 64 28,466,214.00 2.56 444,784.59 360
2.125 ........................ 26 7,630,301.77 0.69 293,473.15 360
2.130 ........................ 1 634,000.00 0.06 634,000.00 360
2.165 ........................ 1 152,000.00 0.01 152,000.00 360
2.170 ........................ 1 418,500.00 0.04 418,500.00 360
2.180 ........................ 2 690,300.00 0.06 345,150.00 360
2.200 ........................ 1 199,400.00 0.02 199,400.00 360
2.205 ........................ 2 647,800.00 0.06 323,900.00 360
2.210 ........................ 2 420,943.00 0.04 210,471.50 360
2.220 ........................ 1 161,500.00 0.01 161,500.00 360
2.250 ........................ 4 1,747,500.00 0.16 436,875.00 360
2.280 ........................ 1 258,500.00 0.02 258,500.00 360
2.300 ........................ 1 185,310.00 0.02 185,310.00 360
2.340 ........................ 2 625,323.00 0.06 312,661.50 360
2.355 ........................ 1 398,990.00 0.04 398,990.00 360
2.375 ........................ 17 3,997,209.00 0.36 235,129.94 360
2.485 ........................ 1 428,000.00 0.04 428,000.00 360
2.490 ........................ 1 332,000.00 0.03 332,000.00 360
EXHIBIT 8 -156-
ID #:9980
2.500 ........................ 9 2,708,609.00 0.24 300,956.56 360

2.525 ........................ 1 368,000.00 0.03 368,000.00 360
2.610 ........................ 14 2,617,800.00 0.24 186,985.71 360
2.625 ........................ 2 763,000.00 0.07 381,500.00 360
2.645 ........................ 1 267,750.00 0.02 267,750.00 360
</TABLE>
S-39
<PAGE>
<TABLE>
<CAPTION>
WEIGHTE
% OF AVERAGE
------------------------- -------- --------------- -------- ---------------
<S> <C> <C> <C> <C> <C>
2.690 ........................ 1 386,100.00 0.03 386,100.00 360
2.750 ........................ 8 4,984,660.98 0.45 623,082.62 360
2.840 ........................ 2 477,900.00 0.04 238,950.00 360
2.875 ........................ 2 253,600.00 0.02 126,800.00 360
2.930 ........................ 2 501,810.49 0.05 250,905.25 360
2.955 ........................ 1 147,250.00 0.01 147,250.00 360
2.990 ........................ 1 342,000.00 0.03 342,000.00 360
3.000 ........................ 83 23,929,781.00 2.15 288,310.61 360
3.040 ........................ 1 280,000.00 0.03 280,000.00 360
3.125 ........................ 5 935,724.48 0.08 187,144.90 360
3.195 ........................ 1 294,500.00 0.03 294,500.00 360
3.250 ........................ 22 5,700,221.00 0.51 259,100.95 360
3.375 ........................ 8 2,939,740.00 0.26 367,467.50 360
3.450 ........................ 1 456,000.00 0.04 456,000.00 360
3.495 ........................ 1 341,900.00 0.03 341,900.00 360
3.500 ........................ 7 2,527,600.00 0.23 361,085.71 360
3.510 ........................ 1 318,250.00 0.03 318,250.00 360
3.600 ........................ 1 139,500.00 0.01 139,500.00 360
3.625 ........................ 1 650,000.00 0.06 650,000.00 360
3.735 ........................ 1 63,000.00 0.01 63,000.00 360
3.750 ........................ 7 2,738,754.00 0.25 391,250.57 360
3.790 ........................ 1 208,651.00 0.02 208,651.00 360
3.875 ........................ 1 414,604.83 0.04 414,604.83 359
4.000 ........................ 2 744,000.00 0.07 372,000.00 360
4.250 ........................ 1 400,000.00 0.04 400,000.00 360
4.625 ........................ 1 270,000.00 0.02 270,000.00 360
4.750 ........................ 1 923,077.57 0.08 923,077.57 359
4.875 ........................ 1 562,306.02 0.05 562,306.02 359
5.125 ........................ 5 3,612,551.30 0.32 722,510.26 359
5.190 ........................ 1 542,097.46 0.05 542,097.46 358
5.215 ........................ 1 233,482.18 0.02 233,482.18 359
5.250 ........................ 7 3,204,501.15 0.29 457,785.88 359
5.270 ........................ 1 217,271.26 0.02 217,271.26 358
5.375 ........................ 12 5,895,520.54 0.53 491,293.38 359
5.455 ........................ 1 385,990.72 0.03 385,990.72 358
5.500 ........................ 17 8,750,815.45 0.79 514,753.85 359
</TABLE>
EXHIBIT 8 -157-
ID #:9981
S-40
<PAGE>
<TABLE>
<CAPTION>
WEIGHTE
% OF AVERAGE
------------------------- -------- --------------- -------- ---------------
<S> <C> <C> <C> <C> <C>
5.565......................... 1 480,619.33 0.04 480,619.33 359
5.590......................... 1 229,023.31 0.02 229,023.31 358
5.600......................... 1 404,259.26 0.04 404,259.26 359
5.625......................... 41 17,344,784.36 1.56 423,043.52 359
5.720......................... 1 169,450.36 0.02 169,450.36 358
5.740......................... 1 494,044.73 0.04 494,044.73 359
5.750......................... 44 20,163,768.34 1.81 458,267.46 359
5.815......................... 1 605,765.02 0.05 605,765.02 359
5.840......................... 1 244,414.74 0.02 244,414.74 359
5.875......................... 85 38,600,951.53 3.47 454,128.84 359
5.940......................... 1 458,060.67 0.04 458,060.67 359
5.995......................... 1 274,937.44 0.02 274,937.44 359
6.000......................... 97 37,858,609.22 3.40 390,294.94 359
6.030......................... 1 593,888.61 0.05 593,888.61 359
6.125......................... 105 47,106,040.60 4.24 448,628.96 359
6.135......................... 1 194,159.02 0.02 194,159.02 359
6.165......................... 2 690,343.55 0.06 345,171.78 359
6.195......................... 1 317,066.56 0.03 317,066.56 359
6.230......................... 2 700,180.00 0.06 350,090.00 358
6.240......................... 1 622,652.51 0.06 622,652.51 357
6.250......................... 78 31,402,131.44 2.82 402,591.43 359
6.290......................... 2 620,910.50 0.06 310,455.25 359
6.355......................... 1 273,958.53 0.02 273,958.53 359
6.365......................... 2 740,254.80 0.07 370,127.40 359
6.375......................... 93 40,986,816.14 3.69 440,718.45 359
6.415......................... 1 372,831.16 0.03 372,831.16 359
6.430......................... 1 348,574.77 0.03 348,574.77 359
6.475......................... 1 358,377.50 0.03 358,377.50 359
6.485......................... 2 421,835.09 0.04 210,917.55 359
6.500......................... 22 8,021,955.42 0.72 364,634.34 359
6.555......................... 1 399,283.71 0.04 399,283.71 359
6.615......................... 1 296,490.34 0.03 296,490.34 359
6.625......................... 6 1,555,246.65 0.14 259,207.78 359
6.750......................... 8 2,608,445.82 0.23 326,055.73 359
6.875......................... 1 126,996.83 0.01 126,996.83 358
</TABLE>
S-41
<PAGE>
<TABLE>
<CAPTION>
WEIGH
EXHIBIT 8 -158-
ID #:9982
% OF AVERA
NUMBER AGGREGATE MORTGAGE AVERAGE REMAIN
OF PRINCIPAL LOANS IN PRINCIPAL TERM
MORTGAGE BALANCE LOAN BALANCE MATUR
CURRENT MORTGAGE RATE (%) LOANS OUTSTANDING GROUP 2 OUTSTANDING ($) (MONT
------------------------- -------- ----------------- -------- ---------------
<S> <C> <C> <C> <C> <C>
7.125......................... 1 379,094.44 0.03 379,094.44 359
7.250......................... 2 384,735.49 0.03 192,367.75 358
----- ----------------- ------
TOTAL...................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
</TABLE>
----------
(1) The current mortgage rates listed in the preceding table include lender
paid mortgage insurance premiums. As of the cut-off date, the weighted
average current mortgage rate of the Mortgage Loans in loan group 2 was
approximately 2.551% per annum. As of the cut-off date, the weighted
average current mortgage rate of the Mortgage Loans in loan group 2 net of
the premium charged by the lender in connection with lender paid mortgage
insurance was approximately 2.533% per annum.
TYPES OF MORTGAGED PROPERTIES
<TABLE>
<CAPTION>
PROPERTY TYPE LOANS OUTSTANDING GROUP 2 ($) RATE (%)
------------- --------- ----------------- -------- -----------
<S> <C> <C> <C> <C> <C>
2-4 Family Residence.......... 206 $ 92,197,098.89 8.29% 447,558.73 2.294
Condominium Hotel............. 2 625,600.00 0.06 312,800.00 1.150
Cooperative................... 1 235,500.00 0.02 235,500.00 1.000
High-rise Condominium......... 51 20,955,443.13 1.88 410,891.04 2.717
Low-rise Condominium.......... 388 122,978,436.94 11.06 316,954.73 2.388
Planned Unit Development...... 580 277,679,140.18 24.97 478,757.14 2.631
Single Family Residence....... 1,313 597,504,033.83 53.72 455,067.81 2.583
----- ----------------- ------
TOTAL...................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
</TABLE>
S-42
<PAGE>
LOAN PURPOSE
<TABLE>
<CAPTION>
EXHIBIT 8 -159-
ID #:9983

LOAN PURPOSE LOANS OUTSTANDING GROUP 2 ($) RATE (%)
------------ --------- ----------------- -------- -----------
<S> <C> <C> <C> <C> <C>
Refinance (cash-out).......... 876 $ 415,249,788.07 37.34% 474,029.44 2.565
Purchase...................... 1,366 565,247,980.22 50.82 413,797.94 2.546
Refinance (rate/term)......... 299 131,677,484.68 11.84 440,392.93 2.526
----- ----------------- ------
TOTAL...................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
</TABLE>
OCCUPANCY TYPES(1)
<TABLE>
<CAPTION>
OCCUPANCY TYPE LOANS OUTSTANDING GROUP 2 ($) RATE (%)
-------------- --------- ----------------- -------- -----------
<S> <C> <C> <C> <C> <C>
Investment Property........... 817 $ 269,724,809.08 24.25% 330,140.53 2.643
Primary Residence............. 1,576 776,301,500.76 69.80 492,577.09 2.567
Secondary Residence........... 148 66,148,943.13 5.95 446,952.32 1.975
----- ----------------- ------
TOTAL...................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
</TABLE>
----------
(1) Based upon representations of the related borrowers at the time of
origination.
REMAINING TERMS TO MATURITY(1)
<TABLE>
<CAPTION>
REMAINING TERM MORTGAGE PRINCIPAL BALANCE LOAN OUTSTANDING MORTGAGE
TO MATURITY (MONTHS) LOANS OUTSTANDING GROUP 2 ($) RATE (%)
-------------------- --------- ----------------- -------- -----------
<S> <C> <C> <C> <C> <C>
360........................... 1,857 $ 821,335,250.20 73.85% 442,291.46 1.361
359........................... 543 238,353,564.95 21.43 438,956.84 5.928
358........................... 126 46,379,955.57 4.17 368,094.89 5.807
357........................... 15 6,106,482.25 0.55 407,098.82 6.034
----- ----------------- ------
TOTAL...................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
</TABLE>
----------
(1) As of the cut-off date, the weighted average remaining term to maturity of
the Mortgage Loans in loan group 2 was approximately 360 months.
EXHIBIT 8 -160-
ID #:9984
S-43
<PAGE>
DOCUMENTATION PROGRAMS
<TABLE>
<CAPTION>
DOCUMENTATION PROGRAM LOANS OUTSTANDING GROUP 2 ($) RATE (%)
--------------------- --------- ----------------- -------- -----------
<S> <C> <C> <C> <C> <C>
Full/Alternative.............. 413 $ 156,889,187.97 14.11% 379,876.97 2.989
Reduced....................... 1,992 892,345,954.59 80.23 447,964.84 2.489
Stated Income/Stated Asset.... 136 62,940,110.41 5.66 462,794.93 2.332
----- ----------------- ------
TOTAL...................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
</TABLE>
FICO CREDIT SCORES(1)
<TABLE>
<CAPTION>
RANGE OF MORTGAGE PRINCIPAL BALANCE LOAN OUTSTANDING MORTGAGE
FICO CREDIT SCORES LOANS OUTSTANDING GROUP 2 ($) RATE (%)
------------------ --------- ----------------- -------- -----------
<S> <C> <C> <C> <C> <C>
581 - 600 .................... 1 $ 275,000.00 0.02% 275,000.00 1.250
601 - 620 .................... 43 16,174,339.86 1.45 376,147.44 4.017
621 - 640 .................... 194 76,847,729.56 6.91 396,122.32 2.676
641 - 660 .................... 337 130,594,800.50 11.74 387,521.66 2.323
661 - 680 .................... 482 200,006,108.91 17.98 414,950.43 2.497
681 - 700 .................... 435 203,884,211.92 18.33 468,699.34 2.673
701 - 720 .................... 303 144,416,263.09 12.99 476,621.33 2.763
721 - 740 .................... 274 126,107,115.84 11.34 460,244.95 2.380
741 - 760 .................... 203 91,728,075.02 8.25 451,862.44 2.554
761 - 780 .................... 167 78,890,288.17 7.09 472,396.94 2.128
781 - 800 .................... 75 30,590,869.95 2.75 407,878.27 2.805
801 - 820 .................... 20 8,098,532.35 0.73 404,926.62 2.380
Not Available ................ 7 4,561,917.80 0.41 651,702.54 2.575
----- ----------------- ------
TOTAL ..................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
</TABLE>
----------
(1) As of the cut-off date, the weighted average FICO Credit Score of the
mortgagors related to the Mortgage Loans in loan group 2 was approximately
699.
EXHIBIT 8 -161-
ID #:9985
S-44
<PAGE>
GROSS MARGINS(1)
<TABLE>
<CAPTION>
---------------- --------- ----------------- -------- ------------
<S> <C> <C> <C> <C> <C>
0.900 ........................ 1 $ 414,604.83 0.04% 414,604.83 3.875
1.400 ........................ 1 1,250,000.00 0.11 1,250,000.00 1.000
1.650 ........................ 1 580,548.00 0.05 580,548.00 1.000
1.775 ........................ 2 1,356,077.57 0.12 678,038.79 3.553
1.900 ........................ 6 3,506,695.02 0.32 584,449.17 1.621
2.025 ........................ 5 2,614,937.00 0.24 522,987.40 1.000
2.150 ........................ 13 7,550,107.30 0.68 580,777.48 2.987
2.250 ........................ 1 422,191.49 0.04 422,191.49 5.250
2.275 ........................ 28 13,719,398.66 1.23 489,978.52 1.921
2.300 ........................ 1 1,000,000.00 0.09 1,000,000.00 1.750
2.375 ........................ 3 1,139,458.01 0.10 379,819.34 4.861
2.400 ........................ 47 27,250,466.33 2.45 579,797.16 1.884
2.425 ........................ 1 1,260,000.00 0.11 1,260,000.00 1.750
2.500 ........................ 1 359,142.09 0.03 359,142.09 5.500
2.525 ........................ 78 43,112,273.36 3.88 552,721.45 1.919
2.550 ........................ 1 560,000.00 0.05 560,000.00 1.000
2.620 ........................ 1 686,250.00 0.06 686,250.00 1.000
2.650 ........................ 119 59,079,735.84 5.31 496,468.37 2.449
2.675 ........................ 1 535,648.00 0.05 535,648.00 1.750
2.750 ........................ 3 1,443,562.84 0.13 481,187.61 4.006
2.775 ........................ 180 88,154,048.66 7.93 489,744.71 2.110
2.800 ........................ 2 1,207,000.00 0.11 603,500.00 2.038
2.825 ........................ 1 386,692.06 0.03 386,692.06 5.875
2.850 ........................ 1 499,046.32 0.04 499,046.32 5.875
2.855 ........................ 2 542,005.28 0.05 271,002.64 5.875
2.875 ........................ 3 1,693,449.72 0.15 564,483.24 2.487
2.900 ........................ 261 131,512,335.15 11.82 503,878.68 2.461
2.925 ........................ 7 2,026,018.01 0.18 289,431.14 1.891
2.950 ........................ 3 1,283,361.56 0.12 427,787.19 1.943
2.975 ........................ 1 399,061.65 0.04 399,061.65 6.000
3.000 ........................ 2 909,528.56 0.08 454,764.28 6.000
3.015 ........................ 1 498,808.47 0.04 498,808.47 6.000
3.025 ........................ 290 128,847,701.70 11.59 444,302.42 2.557
</TABLE>
S-45
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 8 -162-
ID #:9986
---------------- --------- ----------------- -------- -----------
<S> <C> <C> <C> <C> <C>
3.050 ........................ 10 $ 4,177,309.52 0.38% 417,730.95 2.353
3.075 ........................ 4 1,660,028.80 0.15 415,007.20 4.884
3.100 ........................ 3 1,352,000.00 0.12 450,666.67 1.000
3.125 ........................ 1 491,699.20 0.04 491,699.20 6.125
3.150 ........................ 300 137,499,725.74 12.36 458,332.42 2.862
3.175 ........................ 13 6,653,937.25 0.60 511,841.33 2.400
3.200 ........................ 3 1,528,489.08 0.14 509,496.36 4.251
3.250 ........................ 3 781,020.52 0.07 260,340.17 6.250
3.275 ........................ 220 88,813,692.08 7.99 403,698.60 2.911
3.300 ........................ 8 3,496,192.56 0.31 437,024.07 2.559
3.325 ........................ 1 648,351.01 0.06 648,351.01 6.375
3.400 ........................ 651 260,037,326.58 23.38 399,442.90 2.316
3.425 ........................ 7 2,484,736.79 0.22 354,962.40 3.016
3.450 ........................ 1 292,142.45 0.03 292,142.45 6.500
3.475 ........................ 1 428,000.00 0.04 428,000.00 2.875
3.525 ........................ 43 13,848,549.88 1.25 322,059.30 4.531
3.550 ........................ 18 7,005,684.89 0.63 389,204.72 2.191
3.575 ........................ 4 1,650,590.68 0.15 412,647.67 4.820
3.650 ........................ 16 4,897,168.31 0.44 306,073.02 3.045
3.675 ........................ 9 2,411,041.84 0.22 267,893.54 2.713
3.725 ........................ 2 851,675.82 0.08 425,837.91 6.750
3.775 ........................ 43 13,693,756.49 1.23 318,459.45 2.719
3.800 ........................ 8 3,059,184.98 0.28 382,398.12 1.988
3.825 ........................ 1 126,996.83 0.01 126,996.83 6.875
3.900 ........................ 6 2,004,413.82 0.18 334,068.97 4.765
3.925 ........................ 6 2,315,589.25 0.21 385,931.54 3.159
4.025 ........................ 9 2,508,127.91 0.23 278,680.88 5.729
4.050 ........................ 26 7,191,983.81 0.65 276,614.76 2.354
4.075 ........................ 2 690,076.24 0.06 345,038.12 7.125
4.150 ........................ 16 4,588,983.43 0.41 286,811.46 5.308
4.175 ........................ 4 766,985.49 0.07 191,746.37 5.032
4.275 ........................ 7 1,717,992.10 0.15 245,427.44 4.025
4.400 ........................ 12 2,825,962.65 0.25 235,496.89 4.478
4.425 ........................ 1 316,000.00 0.03 316,000.00 2.125
4.450 ........................ 1 418,500.00 0.04 418,500.00 3.250
4.525 ........................ 5 991,700.00 0.09 198,340.00 3.729
</TABLE>
S-46
<PAGE>
<TABLE>
<CAPTION>
---------------- --------- ----------------- -------- -----------
EXHIBIT 8 -163-
ID #:9987
<S> <C> <C> <C> <C> <C>

4.550......................... 1 247,110.49 0.02 247,110.49 3.500
4.650......................... 2 699,050.00 0.06 349,525.00 3.500
4.800......................... 1 254,700.00 0.02 254,700.00 3.500
4.900......................... 4 948,623.00 0.09 237,155.75 3.660
----- ----------------- ------
TOTAL...................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
</TABLE>
----------
(1) As of the cut-off date, the weighted average gross margin of the Mortgage
Loans in loan group 2 was approximately 3.088%.
MAXIMUM MORTGAGE RATES
<TABLE>
<CAPTION>
MAXIMUM MORTGAGE RATE (%) LOANS OUTSTANDING GROUP 2 ($) RATE (%)
------------------------- --------- ----------------- -------- -----------
<S> <C> <C> <C> <C> <C>
8.9500........................ 3 $ 1,297,890.68 0.12% 432,630.23 6.088
9.9500........................ 2,522 1,104,994,011.44 99.35 438,141.96 2.534
9.9990........................ 1 946,489.08 0.09 946,489.08 6.250
10.200........................ 1 300,000.00 0.03 300,000.00 1.250
10.325........................ 3 381,122.94 0.03 127,040.98 3.934
10.450........................ 1 560,000.00 0.05 560,000.00 1.500
10.950........................ 6 2,570,374.92 0.23 428,395.82 5.804
11.200........................ 1 418,500.00 0.04 418,500.00 3.250
12.450........................ 1 121,500.00 0.01 121,500.00 3.500
12.575........................ 1 480,619.33 0.04 480,619.33 6.375
13.100........................ 1 104,744.58 0.01 104,744.58 6.125
----- ----------------- ------
TOTAL...................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
</TABLE>
----------
(1) As of the cut off date, the weighted average maximum mortgage rate of the
S-47
<PAGE>
INITIAL RATE ADJUSTMENT DATES
<TABLE>
<CAPTION>
EXHIBIT 8 -164-
ID #:9988
INITIAL RATE ADJUSTMENT DATE LOANS OUTSTANDING GROUP 2 ($) RATE (%)
---------------------------- --------- ----------------- -------- ------------
<S> <C> <C> <C> <C> <C>
August 1, 2005................ 14 $ 5,712,704.06 0.51% 408,050.29 6.036
September 1, 2005............. 119 44,262,431.80 3.98 371,953.21 5.998
October 1, 2005............... 527 231,618,040.41 20.83 439,502.92 6.059
November 1, 2005.............. 1,759 784,221,485.97 70.51 445,833.70 1.321
December 1, 2005.............. 26 10,073,752.73 0.91 387,452.03 1.553
January 1, 2006............... 95 35,026,838.00 3.15 368,703.56 2.276
February 1, 2006.............. 1 1,260,000.00 0.11 1,260,000.00 1.750
----- ----------------- ------
TOTAL...................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
</TABLE>
MINIMUM MORTGAGE RATES
<TABLE>
<CAPTION>
------------------------- --------- ----------------- -------- ------------
<S> <C> <C> <C> <C> <C>
0.900......................... 1 $ 414,604.83 0.04% 414,604.83 3.875
1.400......................... 1 1,250,000.00 0.11 1,250,000.00 1.000
1.650......................... 1 580,548.00 0.05 580,548.00 1.000
1.775......................... 2 1,356,077.57 0.12 678,038.79 3.553
1.900......................... 6 3,506,695.02 0.32 584,449.17 1.621
2.025......................... 5 2,614,937.00 0.24 522,987.40 1.000
2.150......................... 13 7,550,107.30 0.68 580,777.48 2.987
2.250......................... 1 422,191.49 0.04 422,191.49 5.250
2.275......................... 28 13,719,398.66 1.23 489,978.52 1.921
2.300......................... 1 1,000,000.00 0.09 1,000,000.00 1.750
2.375......................... 3 1,139,458.01 0.10 379,819.34 4.861
2.400......................... 47 27,250,466.33 2.45 579,797.16 1.884
2.425......................... 1 1,260,000.00 0.11 1,260,000.00 1.750
2.500......................... 1 359,142.09 0.03 359,142.09 5.500
2.525......................... 78 43,112,273.36 3.88 552,721.45 1.919
2.550......................... 1 560,000.00 0.05 560,000.00 1.000
2.620......................... 1 686,250.00 0.06 686,250.00 1.000
2.650......................... 119 59,079,735.84 5.31 496,468.37 2.449
</TABLE>
S-48
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT 8 -165-
ID #:9989
------------------------- --------- ----------------- -------- ------------

<S> <C> <C> <C> <C> <C>
2.675......................... 1 535,648.00 0.05 535,648.00 1.750
2.750......................... 3 1,443,562.84 0.13 481,187.61 4.006
2.775......................... 180 88,154,048.66 7.93 489,744.71 2.110
2.800......................... 2 1,207,000.00 0.11 603,500.00 2.038
2.825......................... 1 386,692.06 0.03 386,692.06 5.875
2.850......................... 1 499,046.32 0.04 499,046.32 5.875
2.855......................... 2 542,005.28 0.05 271,002.64 5.875
2.875......................... 3 1,693,449.72 0.15 564,483.24 2.487
2.900......................... 261 131,512,335.15 11.82 503,878.68 2.461
2.925......................... 7 2,026,018.01 0.18 289,431.14 1.891
2.950......................... 3 1,283,361.56 0.12 427,787.19 1.943
2.975......................... 1 399,061.65 0.04 399,061.65 6.000
3.000......................... 2 909,528.56 0.08 454,764.28 6.000
3.015......................... 1 498,808.47 0.04 498,808.47 6.000
3.025......................... 290 128,847,701.70 11.59 444,302.42 2.557
3.050......................... 10 4,177,309.52 0.38 417,730.95 2.353
3.075......................... 4 1,660,028.80 0.15 415,007.20 4.884
3.100......................... 3 1,352,000.00 0.12 450,666.67 1.000
3.125......................... 1 491,699.20 0.04 491,699.20 6.125
3.150......................... 300 137,499,725.74 12.36 458,332.42 2.862
3.175......................... 13 6,653,937.25 0.60 511,841.33 2.400
3.200......................... 3 1,528,489.08 0.14 509,496.36 4.251
3.250......................... 3 781,020.52 0.07 260,340.17 6.250
3.275......................... 220 88,813,692.08 7.99 403,698.60 2.911
3.300......................... 8 3,496,192.56 0.31 437,024.07 2.559
3.325......................... 1 648,351.01 0.06 648,351.01 6.375
3.400......................... 651 260,037,326.58 23.38 399,442.90 2.316
3.425......................... 7 2,484,736.79 0.22 354,962.40 3.016
3.450......................... 1 292,142.45 0.03 292,142.45 6.500
3.475......................... 1 428,000.00 0.04 428,000.00 2.875
3.525......................... 43 13,848,549.88 1.25 322,059.30 4.531
3.550......................... 18 7,005,684.89 0.63 389,204.72 2.191
3.575......................... 4 1,650,590.68 0.15 412,647.67 4.820
3.650......................... 16 4,897,168.31 0.44 306,073.02 3.045
3.675......................... 9 2,411,041.84 0.22 267,893.54 2.713
3.725......................... 2 851,675.82 0.08 425,837.91 6.750
</TABLE>
S-49
<PAGE>
<TABLE>
<CAPTION>
------------------------- --------- ----------------- --------- -----------
<S> <C> <C> <C> <C> <C>
3.775 ........................ 43 13,693,756.49 1.23 318,459.45 2.719
3.800 ........................ 8 3,059,184.98 0.28 382,398.12 1.988
3.825 ........................ 1 126,996.83 0.01 126,996.83 6.875
3.900 ........................ 6 2,004,413.82 0.18 334,068.97 4.765
3.925 ........................ 6 2,315,589.25 0.21 385,931.54 3.159
EXHIBIT 8 -166-
ID #:9990
4.025 ........................ 9 2,508,127.91 0.23 278,680.88 5.729

4.050 ........................ 26 7,191,983.81 0.65 276,614.76 2.354
4.075 ........................ 2 690,076.24 0.06 345,038.12 7.125
4.150 ........................ 16 4,588,983.43 0.41 286,811.46 5.308
4.175 ........................ 4 766,985.49 0.07 191,746.37 5.032
4.275 ........................ 7 1,717,992.10 0.15 245,427.44 4.025
4.400 ........................ 12 2,825,962.65 0.25 235,496.89 4.478
4.425 ........................ 1 316,000.00 0.03 316,000.00 2.125
4.450 ........................ 1 418,500.00 0.04 418,500.00 3.250
4.525 ........................ 5 991,700.00 0.09 198,340.00 3.729
4.550 ........................ 1 247,110.49 0.02 247,110.49 3.500
4.650 ........................ 2 699,050.00 0.06 349,525.00 3.500
4.800 ........................ 1 254,700.00 0.02 254,700.00 3.500
4.900 ........................ 4 948,623.00 0.09 237,155.75 3.660
----- ----------------- ------
TOTAL ..................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
</TABLE>
----------
(1) As of the cut off date, the weighted average minimum mortgage rate of the
S-50
<PAGE>
MAXIMUM NEGATIVE AMORTIZATION(1)
<TABLE>
<CAPTION>
MORTGAGE PRINCIPAL
MAXIMUM NEGATIVE MORTGAGE PRINCIPAL BALANCE LOAN OUTSTANDING MORTGAGE
AMORTIZATION (%) LOANS OUTSTANDING GROUP 2 ($) RATE (%)
---------------- --------- ----------------- --------- -----------
<S> <C> <C> <C> <C> <C>
110 .......................... 20 $ 8,470,198.47 0.76% 423,509.92 2.150
115 .......................... 2,521 1,103,705,054.50 99.24 437,804.46 2.554
----- ----------------- ------
TOTAL ..................... 2,541 $1,112,175,252.97 100.00%
===== ================= ======
</TABLE>
----------
(1) Reflects maximum allowable percentage of original unpaid principal balance.
S-51
<PAGE>
ASSIGNMENT OF THE MORTGAGE LOANS
Pursuant to the pooling and servicing agreement, on the closing date, the
depositor will sell, transfer, assign, set over and otherwise convey without
recourse to the trustee in trust for the benefit of the certificateholders all
EXHIBIT 8 -167-
ID #:9991
Date, together with an amount equivalent to interest on each Mortgage Loan as to

which the related mortgaged property has been acquired by the trust fund through
foreclosure or deed-in-lieu of foreclosure. The "DETERMINATION DATE" is the 22nd
day of each month or, if that day is not a business day, the preceding business
day; provided that the Determination Date in each month will be at least two
business days before the related Distribution Date. Advances are intended to
maintain a regular flow of scheduled interest and principal payments on the
certificates rather than to guarantee or insure against losses. The master
servicer is obligated to make advances with respect to delinquent payments of
principal of or interest on each Mortgage Loan to the extent that the advances
are, in its reasonable judgment, recoverable from future payments and
collections or insurance payments or proceeds of liquidation of the related
Mortgage Loan. If the master servicer determines on any Determination Date to
make an advance, the advance will be included with the distribution to
certificateholders on the related Distribution Date. Any failure by the master
servicer to make a deposit in the Certificate Account as required under the
pooling and servicing agreement, including any failure to make an advance, will
constitute an event of default under the pooling and servicing agreement if the
failure remains unremedied for five days after written notice of the event of
default. If the master servicer is terminated as a result of the occurrence of
an event of default, the Trustee or the successor master servicer will be
obligated to make any advance, in accordance with the terms of the pooling and
servicing agreement.
S-62
<PAGE>
CERTAIN MODIFICATIONS AND REFINANCINGS
The master servicer may modify any Mortgage Loan, provided that the master
servicer purchases the Mortgage Loan from the trust fund immediately following
the modification. A Mortgage Loan may not be modified unless the modification
includes a change in the interest rate on the related Mortgage Loan to
approximately a prevailing market rate. Any purchase of a Mortgage Loan subject
to a modification will be for a price equal to 100% of the Stated Principal
Balance of that Mortgage Loan, plus accrued and unpaid interest on the Mortgage
Loan up to the first day of the month in which such proceeds are to be
distributed at the applicable net mortgage rate, net of any unreimbursed
advances of principal and interest on the Mortgage Loan made by the master
servicer. The master servicer will deposit the purchase price in the Certificate
Account within one business day of the purchase of that Mortgage Loan. Purchases
of Mortgage Loans may occur when prevailing interest rates are below the
interest rates on the Mortgage Loans and borrowers request modifications as an
alternative to refinancings. The master servicer will indemnify the trust fund
against liability for any prohibited transactions taxes and related interest,
additions or penalties incurred by any REMIC as a result of any modification or
purchase.
DESCRIPTION OF THE CERTIFICATES
GENERAL
The certificates will be issued pursuant to the pooling and servicing

agreement. The following summaries of the material terms pursuant to which the
certificates will be issued do not purport to be complete and are subject to,
and qualified in their entirety by reference to, the provisions of the pooling
and servicing agreement. When particular provisions or terms used in the pooling
and servicing agreement are referred to, the actual provisions (including
EXHIBIT 8 -168-
ID #:9992
definitions of terms) are incorporated by reference. The certificates represent

obligations of the trust only and do not represent an interest in or obligation
of CWALT, Inc., Countrywide Home Loans, Inc. (or any other seller), Countrywide
Home Loans Servicing LP or any of their affiliates.
The Mortgage Pass-Through Certificates, Series 2005-62 will consist of the

Class 1-A-1, Class 1-A-2, Class 1-X-1, Class 1-X-2, Class 1-X-3, Class 2-A-1,
Class 2-A-2, Class 2-A-3, Class 2-A-4, Class 2-X-1, Class 2-X-2 and Class A-R
Certificates (all of which are collectively referred to as "SENIOR
CERTIFICATES"), the Class M-X Certificates, the Class M-1, Class M-2, Class M-3,
Class M-4, Class M-5, Class M-6 and Class M-7 Certificates (all of which are
collectively referred to as "CLASS M CERTIFICATES"), the Class B-1, Class B-2,
Class B-3, Class B-4 and Class B-5 Certificates (all of which are collectively
referred to as "CLASS B CERTIFICATES," and the Class M-X, Class M Certificates
and the Class B Certificates are collectively referred to as the "SUBORDINATED
CERTIFICATES") and the Class P-1 and Class P-2 Certificates. Only the classes of
certificates listed on the cover page hereof are offered by this prospectus
supplement (the "OFFERED CERTIFICATES"). The Class P-1, Class P-2, Class B-3,
Class B-4 and Class B-5 Certificates are not offered by this prospectus
supplement and are sometimes referred to in this prospectus supplement as the
"PRIVATE CERTIFICATES." Their initial Class Certificate Balances are expected to
be approximately $100, $100, $13,633,000, $17,643,000 and $12,831,765,
respectively, and the pass-through rates of the private certificates (other than
the Class P-1 and Class P-2 Certificates) will be calculated as described in
this prospectus supplement under "-- Interest" below. The Class P-1 and Class
P-2 Certificates will not bear interest. The Class P-1 and Class P-2
Certificates will be entitled to all prepayment charges received in respect of
the Mortgage Loans in loan group 1 and loan group 2, respectively, and such
amounts will not be available for distribution to the holders of the offered
certificates and the other private certificates. The classes of offered
certificates will have the respective initial Class Certificate Balances or
initial component notional amounts and pass-through rates described below. Any
information presented in this prospectus supplement with respect to the private
certificates is provided only to permit a better understanding of the offered
certificates. The initial Class Certificate Balances or initial notional amounts
may vary in the aggregate by plus or minus 5%.
The "CLASS CERTIFICATE BALANCE" of any class of certificates as of any

Distribution Date is the initial Class Certificate Balance of the class, reduced
by the sum of
- all amounts previously distributed to holders of certificates of the

class as payments of principal, and
S-63
<PAGE>
- the amount of Realized Losses allocated to the class,
and, increased by
- the amount of Net Deferred Interest (as defined in this prospectus

supplement) incurred by the Mortgage Loans in the related loan group
or loan groups and allocated to such class of certificates, as
described in this prospectus supplement under "Description of the
Certificates--Interest";
provided, however, that the Class Certificate Balance or Component Principal
EXHIBIT 8 -169-
ID #:9993
Balance of each class of certificates or components to which Realized Losses

have been allocated will be increased, sequentially in the order of payment
priority (from highest to lowest), by the amount of Subsequent Recoveries on the
Mortgage Loans in a related loan group distributed as principal to any related
class of certificates or components, but not by more than the amount of Realized
Losses previously allocated to reduce the Class Certificate Balance or Component
Principal Balance of such class of certificates or components; provided,
further, that to the extent a Realized Loss was covered under the Class 2-A-4
Policy, then Financial Security Assurance Inc.'s subrogation rights with respect
to Subsequent Recoveries may entitle them to receipt of cash distributed to the
Class 2-A-4 Certificates instead of the Class 2-A-4 Certificates. See "Credit
Enhancement--The Financial Guaranty Insurance Policy" in this prospectus
supplement and "Application of Liquidation Proceeds" in the prospectus.
In addition, the Class Certificate Balance of the class of subordinated

certificates then outstanding with the lowest priority of payment will be
reduced if and to the extent that the aggregate of the Class Certificate
Balances of all classes of certificates (other than the Class P-1 and Class P-2
Certificates), following all distributions and the allocation of Net Deferred
Interest and Realized Losses on any Distribution Date exceeds the aggregate
Stated Principal Balance of the Mortgage Loans as of the Due Date occurring in
the month of that Distribution Date (after giving effect to principal
prepayments received in the related Prepayment Period). The Notional Amount
Components do not have principal balances and are not entitled to any
distributions in respect of principal on the Mortgage Loans in any loan group.
The pooling and servicing agreement does not permit the allocation of Realized
Losses on any of the Mortgage Loans to the Class P-1 or Class P-2 Certificates
The senior certificates will have an initial aggregate principal balance of

approximately $1,427,495,100, and will evidence in the aggregate an initial
beneficial ownership interest of approximately 89.00% in the trust fund. The
subordinated certificates will each evidence the initial beneficial ownership
interest in the trust fund set forth below:
<TABLE>
<CAPTION>
INITIAL BENEFICIAL
CLASS OF SUBORDINATED CERTIFICATES OWNERSHIP INTEREST
---------------------------------- ------------------
<S> <C>
Class M-1......................... 1.70%
Class M-2......................... 1.55%
Class M-3......................... 1.00%
Class M-4......................... 0.85%
Class M-5......................... 0.75%
Class M-6......................... 0.75%
Class M-7......................... 0.60%
Class B-1......................... 0.55%
Class B-2......................... 0.50%
Class B-3......................... 0.85%
Class B-4......................... 1.10%
Class B-5......................... 0.80%
</TABLE>
The Class A-R Certificates will be issued in fully registered certificated

form. All of the remaining classes of offered certificates will be represented
by book-entry certificates. The book-entry certificates will be issuable in
book-entry form only. The Class A-R Certificates will be issued in a
denomination of $100.
EXHIBIT 8 -170-
ID #:9994
S-64
<PAGE>
CERTIFICATE GROUPS
The classes of senior certificates and components related to a particular

loan group are referred to as a "SENIOR CERTIFICATE GROUP"." The following
classes of certificates are sometimes referred to, in the aggregate, as the
senior certificate groups with the designations set forth below:
<TABLE>
<CAPTION>
RELATED LOAN
CERTIFICATE GROUP DESIGNATION CLASSES OF CERTIFICATES OR LOAN GR
------------------------------- --------------------------------------------- -----------
<S> <C> <C>
Group 1 Senior Certificates.... Class 1-A-1, Class 1-A-2, Class 1-X-1, Class Loan Gro
1-X-2, Class 1-X-3 and Class A-R Certificates
Group 2 Senior Certificates.... Class 2-A-1, Class 2-A-2, Class 2-A-3, Class Loan Gro
2-A-4, Class 2-X-1 and Class 2-X-2
Certificates
Class M Certificates........... Class M-1, Class M-2, Class M-3, Class M-4, All Loan
Class M-5, Class M-6 and Class M-7
Certificates
Class B Certificates........... Class B-1, Class B-2, Class B-3, Class B-4 All Loan
and Class B-5 Certificates
Subordinated Certificates...... Class M-X, Class M and Class B Certificates All Loan
</TABLE>
COMPONENT CLASSES
Solely for purposes of calculating distributions of principal and interest

and allocation of Realized Losses and Deferred Interest on the Mortgage Loans in
the related loan group or loan groups, each class of Class X Certificates will
be made up of two components having designations, initial Component Principal
Balances, initial Component Notional Amounts and initial pass-through rates set
forth below.
<TABLE>
<CAPTION>
INITIAL COMPONENT INITIAL COMPO
CLASS OF CLASS X CERTIFICATES COMPONENT DESIGNATION PRINCIPAL BALANCE NOTIONAL AMO
----------------------------- -------------------------- ----------------- ------------
<S> <C> <C> <C>
Class 1-X-1 Certificates Class 1-X-1 IO Component.. N/A $262,595,
Class 1-X-1 P Component... $0 N/A



EXHIBIT 8 -171-
ID #:9995

Class M-X Certificates Class M-X IO Component.... N/A $176,431,

Class M-X P Component..... $0 N/A
</TABLE>
The initial Component Notional Amounts set forth in the preceding table are
subject in each case to the permitted variance described in this prospectus
supplement.
S-65
<PAGE>
The Class 1-X-1 IO, Class 1-X-2 IO, Class 1-X-3 IO, Class 2-X-1 IO, Class
2-X-2 IO and Class M-X IO Components are referred to as "NOTIONAL AMOUNT
COMPONENTS" or "CLASS X IO COMPONENTS." The Notional Amount Components will not
have Component Principal Balances but will bear interest on their respective
outstanding Component Notional Amounts.
The "COMPONENT NOTIONAL AMOUNT" of the Class 1-X-1 IO Component for the
interest accrual period related to each Distribution Date will be equal to the
Class Certificate Balance of the Class 1-A-1 Certificates immediately prior to
such Distribution Date.
The "COMPONENT NOTIONAL AMOUNT" of each of the Class 1-X-2 IO, and Class
1-X-3 IO Components for the interest accrual period related to each Distribution
Date will be equal to the Class Certificate Balance of the Class 1-A-2
Certificates immediately prior to such Distribution Date.
The "COMPONENT NOTIONAL AMOUNT" of each of the Class 2-X-1 IO and Class
2-X-2 IO Components for the interest accrual period related to each Distribution
Date will be equal to the aggregate Class Certificate Balance of the Class
2-A-1, Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates immediately prior
to such Distribution Date.
The "COMPONENT NOTIONAL AMOUNT" of the Class M-X IO Component for the
interest accrual period related to each Distribution Date will be equal to the
aggregate Class Certificate Balance of the subordinated certificates (other than
the Class M-X P Component) immediately prior to such Distribution Date.
Each of the Class 1-X-1 P, Class 1-X-2 P, Class 1-X-3 P, Class 2-X-1 P and
Class 2-X-2 P Components (each, a "CLASS X P COMPONENT") will have a "COMPONENT
PRINCIPAL BALANCE" (initially, equal to zero) that will increase depending on
the amount of Net Deferred Interest on the Mortgage Loans in the related loan
group that is allocated to the related Class X IO Component. The Class M-X P
Component (also a "CLASS X P COMPONENT") will have a Component Principal Balance
(initially, equal to zero) that will increase depending on the amount of Net
Deferred Interest on the Mortgage Loans in both loan groups that is allocated to
the Class M-X IO Component. The Component Principal Balance of each Class X P
Component will be reduced by all amounts actually distributed as principal of
such components and all Realized Losses applied in reduction of principal of
such components on all prior Distribution Dates and will also be increased due
to the receipt of Subsequent Recoveries as described under "--General" above.
The Class Certificate Balance, if any, of each class of Class X

Certificates for any Distribution Date will equal the Component Principal
Balance of the related Class X P Component in each case, immediately prior to
EXHIBIT 8 -172-
ID #:9996
that Distribution Date.
The components comprising a class of Class X Certificates will not be

separately transferable from such class of certificates.
SUBORDINATED PORTIONS
A portion of each loan group is related to the subordinated certificates.

Each such portion (a "SUBORDINATED PORTION") for any Distribution Date will be
equal to the aggregate Stated Principal Balance of the Mortgage Loans in the
related loan group as of the Due Date in the prior month (after giving effect to
principal prepayments in the Prepayment Period related to that prior Due Date)
minus the sum of the Class Certificate Balances of the related senior
certificates and the Component Principal Balance of the related Class X P
Component immediately prior to such Distribution Date plus the amount of Net
Deferred Interest, if any, added to the balances of such Subordinated Portions.
BOOK-ENTRY CERTIFICATES
The offered certificates, other than the Class A-R Certificates, will be
issued as book-entry certificates. The Class A-R Certificates will be issued as
two certificates in fully registered certificated form in an aggregate
denomination of $100. Each class of book-entry certificates will be issued as
one or more certificates that equal the
S-66
<PAGE>
aggregate initial Class Certificate Balance of each class of certificates and

that will be held by a depository, which will initially be a nominee of The
Depository Trust Company. Beneficial interests in the book-entry certificates
will be held indirectly by investors through the book-entry facilities of the
depository, as described in this prospectus supplement. Investors may hold the
beneficial interests in the book-entry certificates in minimum denominations
representing an original principal amount or notional amount of $25,000 and
integral multiples of $1,000 in excess thereof in the case of LIBOR Certificates
and the MTA Certificates, and Component Notional Amounts of $100,000 and
integral multiples of $1,000 in excess thereof, in the case of Class X
Certificates.. One investor of each class of book-entry certificates may hold a
beneficial interest therein that is not an integral multiple of $1,000. The
depositor has been informed by the depository that its nominee will be CEDE &
Co. ("CEDE"). Accordingly, CEDE is expected to be the holder of record of the
book-entry certificates. Except as described in the prospectus under
"Description of the Certificates -- Book-Entry Certificates," no beneficial
owner acquiring a book-entry certificate will be entitled to receive a physical
certificate representing the certificate.
Unless and until definitive certificates are issued, it is anticipated that

the only certificateholder of the book-entry certificates will be CEDE, as
nominee of the depository. Beneficial owners of the book-entry certificates will
not be certificateholders, as that term is used in the pooling and servicing
agreement. Beneficial owners are only permitted to exercise the rights of
certificateholders indirectly through financial intermediaries and the
depository. Monthly and annual reports on the trust fund provided to CEDE, as
nominee of the depository, may be made available to beneficial owners upon
request, in accordance with the rules, regulations and procedures creating and
affecting the depository, and to the financial intermediaries to whose
depository accounts the book-entry certificates of the beneficial owners are
EXHIBIT 8 -173-
ID #:9997
credited.
For a description of the procedures generally applicable to the book-entry

certificates, see "Description of the Certificates -- Book-Entry Certificates"
in the prospectus.
Although The Depository Trust Company has agreed to the foregoing

procedures in order to facilitate transfers of certificates among participants
of The Depository Trust Company, they are under no obligation to perform or
continue to perform such procedures and such procedures may be discontinued at
any time.
DETERMINATION OF LIBOR
The LIBOR Certificates will bear interest during the initial interest
accrual period at the applicable initial pass-through rates set forth in the
table under "-- Interest" below, and during each interest accrual period
thereafter at the applicable rate determined as described in the table under "--
Interest" below.
LIBOR applicable to an interest accrual period for the LIBOR Certificates

will be determined on the second business day prior to the commencement of that
interest accrual period (a "LIBOR DETERMINATION DATE"). On each LIBOR
Determination Date, the Trustee, as Calculation Agent, will establish LIBOR for
the related interest accrual period on the basis of the British Bankers'
Association ("BBA") "Interest Settlement Rate" for one-month deposits in U.S.
dollars as found on Telerate Page 3750 as of 11:00 a.m. London time on each
LIBOR Determination Date. Interest Settlement Rates currently are based on rates
quoted by sixteen BBA designated banks as being, in the view of such banks, the
offered rate at which deposits are being quoted to prime banks in the London
interbank market. Such Interest Settlement Rates are calculated by eliminating
the four highest rates and the four lowest rates, averaging the eight remaining
rates, carrying the result (expressed as a percentage) out to six decimal
places, and rounding to five decimal places. "TELERATE PAGE 3750" means the
display page currently so designated on the Bridge Telerate Service (or such
other page as may replace that page on that service for the purpose of
displaying comparable rates or prices).
If on any LIBOR Determination Date, the Calculation Agent is unable to

calculate LIBOR in accordance with the method set forth in the immediately
preceding paragraph, LIBOR for the next interest accrual period shall be
calculated in accordance with the method described in the prospectus under
"Description of the Certificates -- Indices Applicable to Floating Rate and
Inverse Floating Rate Classes -- LIBOR."
If on the initial LIBOR Determination Date, the Calculation Agent is

required but unable to determine LIBOR in the manner provided in the prospectus,
LIBOR for the next interest accrual period will be 4.0031%.
S-67
<PAGE>
DETERMINATION OF ONE-YEAR MTA
One-Year MTA is a per annum rate equal to the twelve-month moving average
monthly yield on United Stated Treasury Securities adjusted to a constant
maturity of one year as published by the Federal Reserve Board in the Federal
Reserve Statistical Release "Selected Interest Rates (H.15)". The One-Year MTA
EXHIBIT 8 -174-
ID #:9998
used for each interest accrual period will be the most recent One-Year MTA
figure available as of fifteen days prior to the commencement of that interest
accrual period (a "ONE-YEAR MTA DETERMINATION DATE").
If One-Year MTA is no longer available, the calculation agent will choose a

new index for the MTA Certificates that is based on comparable information. When
the calculation agent chooses a new index for the MTA Certificates, it will
increase or decrease the Pass-Through Margin by the difference between the
average One-Year MTA for the final three years it was in effect and the average
of the most recent three years for the replacement index. The Pass-Through
Margin will be increased by that difference if the average One-Year MTA is
greater than the average replacement index, and the Pass-Through Margin will be
decreased by that difference if the replacement index is greater than the
average One-Year MTA.
If on the initial One-Year MTA Determination Date, the Calculation Agent is

required but unable to determine One-Year MTA as provided above, One-Year MTA
for the next interest accrual period will be 3.1630%.
PAYMENTS ON MORTGAGE LOANS; ACCOUNTS
On or before the closing date, the master servicer will establish an

account (the "CERTIFICATE ACCOUNT"), which will be maintained in trust for the
benefit of the certificateholders. The certificate account will be established
by the master servicer initially at Countrywide Bank, N.A., which is an
affiliate of the depositor, the sellers and the master servicer. The master
servicer will deposit or cause to be deposited in the Certificate Account all
amounts required to be deposited therein, within two business days after receipt
(or, on a daily basis, if the long-term credit rating of Countrywide Home Loans
has been reduced below the rating specified in the pooling and servicing
agreement). Funds credited to the Certificate Account may be invested for the
benefit and at the risk of the master servicer in permitted investments, as
defined in the pooling and servicing agreement, that are scheduled to mature on
or before the business day preceding the next Distribution Date. On or before
the business day immediately preceding each Distribution Date, the master
servicer will withdraw from the Certificate Account the amount of Available
Funds for each loan group and will deposit the Available Funds in an account
established and maintained with the Trustee on behalf of the certificateholders
(the "DISTRIBUTION ACCOUNT"). The holders of the Class P-1 and Class P-2
Certificates will be entitled to all prepayment charges received on the Mortgage
Loans, and such amounts will not be available for distribution to the holders of
the other classes of certificates.
DISTRIBUTIONS
Distributions on the certificates will be made by the Trustee on the 25th

day of each month or, if that day is not a business day, on the first business
day thereafter, commencing in November 2005 (each, a "DISTRIBUTION DATE"), to
the persons in whose names the certificates are registered at the close of
business on the related Record Date. The "RECORD DATE" for the LIBOR
Certificates and any Distribution Date will be the business day immediately
preceding that Distribution Date, or if the LIBOR Certificates are no longer
book-entry certificates, the Record Date will be the last business day of the
calendar month preceding the month of that Distribution Date. For each other
class of certificates and any Distribution Date, the Record Date will be the
last business day of the calendar month immediately prior to the month in which
that Distribution Date occurs.
Distributions on each Distribution Date will be made by check mailed to the

address of the person entitled to it as it appears on the applicable certificate
EXHIBIT 8 -175-
ID #:9999
register or, in the case of a certificateholder who holds 100% of a class of

certificates or who holds certificates with an aggregate initial certificate
balance of $1,000,000 or more or who holds a Class X Certificate and who has so
notified the Trustee in writing in accordance with the pooling and servicing
agreement, by wire transfer in immediately available funds to the account of the
certificateholder at a bank or other depository institution having appropriate
wire transfer facilities; provided, however, that the final distribution in
retirement of the certificates will be made only upon presentment and surrender
of the certificates at the corporate trust office of the Trustee.
S-68
<PAGE>
PRIORITY OF DISTRIBUTIONS AMONG CERTIFICATES
As more fully described in this prospectus supplement, distributions on the

senior certificates will be made on each Distribution Date primarily from
Available Funds of the related loan group for such Distribution Date, and, in
certain circumstances, from any Available Funds from the other loan group
remaining after distributions to the senior certificates related to such loan
group. Distributions on the subordinated certificates will be based on any
remaining Available Funds for both loan groups for such Distribution Date, in
each case after giving effect to distributions on the senior certificates in the
following amounts and order of priority:
- from amounts available with respect to loan group 2, to payment to the

insurer of the monthly premium for the Class 2-A-4 Policy;
- to interest on the classes of senior certificates and components

relating to that loan group, pro rata; provided, however, that any
distribution of interest to which the Class 1-X-1 IO Component is
otherwise entitled (after allocation of Net Deferred Interest) will
first be deposited into the Carryover Shortfall Reserve Fund (as
defined below) and will not be distributed to the Class 1-X-1
Certificates except as described below;
- to principal of the classes of senior certificates and components

relating to each loan group then entitled to receive distributions of
principal, in the order and subject to the priorities set forth in
this prospectus supplement under "Description of the Certificates --
Principal," in each case in an aggregate amount up to the maximum
amount of principal to be distributed on the classes on the
Distribution Date;
- to interest on and then principal of the classes of the senior

certificates and components not relating to that loan group in the
manner, order and priority described in this prospectus supplement
under "Description of the Certificates--Transfer Payments;"
- from remaining available funds from both loan groups, to interest on

and then principal of the Class M-X Certificates; provided, however,
that any distribution of interest to which the Class M-X IO Component
is otherwise entitled (after allocation of Net Deferred Interest) will
first be deposited into the Carryover Shortfall Reserve Fund and will
not be distributed to the Class M-X Certificates except as described
below, as described below under "Description of the
Certificates--Carryover Shortfall Reserve Fund;"
EXHIBIT 8 -176-
ID #:10000
- from remaining available funds from both loan groups, to interest on

and then principal of each other class of subordinated certificates,
in the order of their payment priorities, beginning with the Class M-1
Certificates, in each case subject to the limitations set forth under
"Description of the Certificates--Interest" and "--Principal" in this
prospectus supplement;
- to payment to the insurer the amount of all payments made by the

insurer pursuant to the Class 2-A-4 Policy which have not been
previously repaid (without any interest on such amount);
- from amounts on deposit in the Carryover Shortfall Reserve Fund, as

described below under "Description of the Certificates--Carryover
Shortfall Reserve Fund;" and
- from any remaining available amounts from both loan groups, to the
Class A-R Certificates.
"AVAILABLE FUNDS" for a loan group for any Distribution Date will be equal
to the sum of:
- all scheduled installments of interest (net of the related expense

fees for that loan group and after taking into account reductions due
to deferred interest on the Mortgage Loans in that loan group) and
principal due on the Mortgage Loans in that loan group in the related
Due Period and received before the related Determination Date,
together with any advances with respect to them;
S-69
<PAGE>
- all proceeds of any primary mortgage guaranty insurance policies and

any other insurance policies with respect to the Mortgage Loans in
that loan group, to the extent the proceeds are not applied to the
restoration of the related mortgaged property or released to the
borrower in accordance with the master servicer's normal servicing
procedures and all other cash amounts received and retained in
connection with (a) the liquidation of defaulted Mortgage Loans in
that loan group, by foreclosure or otherwise during the calendar month
preceding the month of the Distribution Date (in each case, net of
unreimbursed expenses incurred in connection with a liquidation or
foreclosure and unreimbursed advances, if any) and (b) any Subsequent
Recoveries with respect to Mortgage Loans in that loan group;
- all partial or full prepayments with respect to Mortgage Loans in that

loan group received during the related Prepayment Period, together
with interest paid in connection with the prepayment, other than
certain excess amounts, and the Compensating Interest;
- amounts received with respect to the Distribution Date as the

Substitution Adjustment Amount or purchase price in respect of a
deleted Mortgage Loan or a Mortgage Loan in that loan group
repurchased by a seller or the master servicer as of the Distribution
Date; and
- with respect to the Class 2-A-4 Certificates only, any amounts

withdrawn from the Class 2-A-4 Reserve Fund and any payments made by
the insurer under the Class 2-A-4 Policy;
EXHIBIT 8 -177-
ID #:10001
minus
- other than with respect of the last bullet point above, amounts in
reimbursement for advances previously made and other amounts as to
which the master servicer is entitled to be reimbursed from the
Certificate Account pursuant to the pooling and servicing agreement;
plus
- Transfer Payments Received, plus interest thereon, for such loan group
and Distribution Date;
minus
- Transfer Payments Made, plus interest thereon, from such loan group
and Distribution Date.
INTEREST
The classes of certificates will have the respective pass-through rates

described below (each, a "PASS-THROUGH RATE").
The pass-through rate for each class of LIBOR Certificates for any interest
accrual period will be a per annum rate equal to the lesser of (x) LIBOR plus
the applicable Pass-Through Margin (as set forth below) for such class and (y)
the applicable Net Rate Cap.
The pass-through rate for each class of MTA Certificates for any interest
accrual period will be a per annum rate equal to the lesser of (x) One-Year MTA
plus the applicable Pass-Through Margin (as set forth below) for such class and
(y) the applicable Net Rate Cap.
S-70
<PAGE>
The "PASS-THROUGH MARGINS" and the expected initial pass-through rates for
the LIBOR Certificates and the MTA Certificates are as set forth in the
following table:
<TABLE>
<CAPTION>
PASS-THROUGH MARGIN (%)
----------------------- EXPECTED INITIAL PASS-
CLASS OF CERTIFICATES (1) (2) THROUGH RATE (%) (3)
--------------------- ------ ------ ----------------------
<S> <C> <C> <C>
Class 1-A-1.......... 0.3000 0.6000 4.3031
Class 1-A-2.......... 2.0000 2.0000 5.1630
Class 2-A-1.......... 1.0000 1.0000 4.1630
Class 2-A-2.......... 0.9800 0.9800 4.1430
Class 2-A-3.......... 1.6550 1.6550 4.8180
Class 2-A-4.......... 1.0200 1.0200 4.1830
Class M-1............ 0.6500 0.9750 4.6531
Class M-2............ 0.7200 1.0800 4.7231
Class M-3............ 0.8000 1.2000 4.8031
Class M-4............ 1.0700 1.6050 5.0731
Class M-5............ 1.1500 1.7250 5.1531
EXHIBIT 8 -178-
ID #:10002
Class M-6............ 1.2000 1.8000 5.2031

Class M-7............ 1.7500 2.6250 5.7531
Class B-1............ 1.8500 2.7750 5.8531
Class B-2............ 2.3500 3.5250 6.3531
Class B-3............ 1.2500 2.5000 5.2531
Class B-4............ 1.2500 2.5000 5.2531
Class B-5............ 1.2500 1.8750 5.2531
</TABLE>
----------
(1) For each interest accrual period occurring on or prior to the Optional
Termination Date.
(2) For each interest accrual period occurring after the Optional Termination
Date.
(3) Without giving effect to the applicable Net Rate Cap.
The "OPTIONAL TERMINATION DATE" will be the date on which the aggregate
Stated Principal Balance of the Mortgage Loans and any related foreclosed or
otherwise repossessed properties at the time of repurchase is less than or equal
to 10% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
cut-off date.
The "CARRYOVER SHORTFALL AMOUNT" for any Distribution Date and each class
of LIBOR Certificates will equal the excess, if any, of (i) the amount of
interest such class of certificates would have been entitled to receive on such
Distribution Date had such pass-through rate not been subject to the applicable
Net Rate Cap, over (ii) the amount of interest such class of certificates
received on such Distribution Date based on the applicable Net Rate Cap (in each
case, prior to the reduction for Net Deferred Interest and for Net Interest
Shortfalls), together with the unpaid portion of any such excess from prior
Distribution Dates (and interest accrued thereon at the then applicable
pass-through rate on such class of certificates, without giving effect to the
applicable Net Rate Cap). Any Carryover Shortfall Amount on a class of LIBOR
Certificates will be paid on that Distribution Date or on future Distribution
Dates from and to the extent of funds available therefor in the Carryover
Shortfall Reserve Fund as described in this prospectus supplement under "-
Carryover Shortfall Reserve Fund."
With respect to any Distribution Date, the "ADJUSTED NET MORTGAGE RATE" for
each Mortgage Loan and any Distribution Date is the Mortgage Rate thereof (as of
the first day of the related Due Period) less the Master Servicing Fee Rate, the
trustee fee rate as provided in the pooling and servicing agreement and any
lender paid mortgage insurance premiums for such Mortgage Loan (expressed as a
per annum percentage of its Stated Principal Balance). The "WEIGHTED AVERAGE
ADJUSTED NET MORTGAGE RATE" for any loan group and Distribution Date means the
average of the Adjusted Net Mortgage Rate of each Mortgage Loan in that loan
group, weighted on the basis of its Stated Principal Balance as of the Due Date
in the prior month (after giving effect to principal prepayments in the
Prepayment Period related to that prior Due Date).
The "NET RATE CAP" for the following classes of certificates and
Distribution Date is:
- with respect to the Class 1-A-1 Certificates, the Weighted Average

Adjusted Net Mortgage Rate for loan group 1, adjusted to reflect the
accrual of interest on the basis of a 360-day year and the actual
number of days for that interest accrual period,
EXHIBIT 8 -179-
ID #:10003
S-71
<PAGE>
- with respect to the Class 1-A-2 Certificates, the Weighted Average

Adjusted Net Mortgage Rate for loan group 1 minus 0.748933829593%,
- with respect to the Class 2-A-1, Class 2-A-2, Class 2-A-3 and Class
2-A-4 Certificates, the Weighted Average Adjusted Net Mortgage Rate
for loan group 2 minus 1.686006976%, 1.706006955%, 1.031006955% and
1.666006955%, respectively, and
- with respect to any class of subordinated certificates, the

Subordinate Weighted Average Rate, adjusted to reflect the accrual of
interest on the basis of a 360-day year and the actual number of days
for that interest accrual period.
The "SUBORDINATE WEIGHTED AVERAGE RATE" for each interest accrual period
related to each Distribution Date will be the sum of the following for each loan
group: the product of (x) the Weighted Average Adjusted Net Mortgage Rate for
that loan group and (y) a fraction, the numerator of which is the related
Subordinated Portion immediately prior to that Distribution Date, and the
denominator of which is the aggregate Class Certificate Balance of the
subordinated certificates immediately prior to that Distribution Date.
The pass-through rate for the Class A-R Certificates for the interest
accrual period related to each Distribution Date will be a per annum rate equal
to the Weighted Average Adjusted Net Mortgage Rate of the Group 1 Mortgage
Loans. The pass-through rate for the Class A-R Certificates for the interest
accrual period related to the first Distribution Date is expected to be
approximately 2.0446% per annum.
Each of the Class X Certificates will be entitled to receive with respect

to the interest accrual period related to each Distribution Date the sum of the
interest accrued on their respective Class X IO and Class X P Components (based
upon the Component Notional Amount, in the case of each Class X IO Component,
and upon the Component Principal Balance, in the case of each Class X P
Component) at their respective pass-through rates for that Distribution Date.
The pass-through rate for the Class 1-X-1 IO Component for the interest
accrual period related to each Distribution Date will be equal to the excess of
the Weighted Average Adjusted Net Mortgage Rate of the Group 1 Mortgage Loans
over the pass-through rate of the Class 1-A-1 Certificates for such Distribution
Date, as adjusted to reflect the accrual of interest on the basis of a 360-day
year and the actual number of days for that interest accrual period.
accrual period for each Distribution Date is 0.7489% per annum.
over the sum of (i) the pass-through rate for the Class 1-A-2 Certificates and
(ii) the pass-through rate for the Class 1-X-2 IO Component, in each case for
accrual period related to each Distribution Date will be equal to
EXHIBIT 8 -180-
ID #:10004
- the sum of
- the product of 1.686006976% and the Class Certificate Balance of

the Class 2-A-1 Certificates immediately prior to that
Distribution Date,

Distribution Date,

Distribution Date; and
S-72
<PAGE>

Distribution Date
- divided by the aggregate Class Certificate Balance of the Class 2-A-1,

Class 2-A-2, Class 2-A-3 and Class 2-A-4 Certificates immediately
prior to that Distribution Date.
The pass-through rate for the Class 2-X-1 IO Component for the interest accrual
period related to the first Distribution Date is expected to be approximately
1.5318% per annum.
over the sum of (i) the weighted average of (a) the pass-through rate of the
Class 2-A-1 Certificates, (b) the pass-through rate of the Class 2-A-2
Certificates, (c) the pass-through rate of the Class 2-A-3 Certificates and (d)
the sum of (x) the pass-through rate of the Class 2-A-4 Certificates and (y)
0.12%, and (ii) the pass-through rate for the Class 2-X-1 IO Component, in each
case for such Distribution Date.
The pass-through rate for the Class M-X IO Component for the interest
accrual period related to each Distribution Date will be a per annum rate equal
to the excess, if any, of (x) the Subordinate Weighted Average Rate over (y) the
weighted average of the pass-through rates of the Subordinated Certificates, as
adjusted to reflect the accrual of interest on the basis of a 360-day year and
the actual number of days for that interest accrual period.
All amounts in respect of interest otherwise payable to the Class 1-X-1 IO

and Class M-X IO Components on any Distribution Date will be first deposited in
the Carryover Shortfall Reserve Fund to pay any Carryover Shortfall Amount to
the related Classes of LIBOR Certificates in the manner and priority set forth
in this prospectus supplement under "- Carryover Shortfall Reserve Fund," and
then will be distributed to the Class 1-X-1 or Class M-X Certificates, as
applicable.
The pass-through rate for each Class X P Component, other than the Class
M-X P Component, for the interest accrual period related to each Distribution
Date will be a per annum rate equal to the Weighted Average Adjusted Net
Mortgage Rate of the mortgage loans in the related loan group. The pass-through
EXHIBIT 8 -181-
ID #:10005
rate for the Class M-X P Component for the interest accrual period related to
each Distribution Date will be a per annum rate equal to the Subordinate
Weighted Average Rate. Although the pass-through rates of the Class X P
Components for the initial interest accrual period are expected to be the per
annum rates set forth in the table on page S-65 of this prospectus supplement,
their respective Component Principal Balances will each be equal to zero. No
Class X P Component will be entitled to receive any distributions of interest on
any Distribution Date with respect to which its Component Principal Balance is
zero.
Interest will accrue at the rate described in this prospectus supplement on

the certificates (other than the LIBOR Certificates) on the basis of a 360-day
year divided into twelve 30-day months. Interest will accrue at the rate
described in this prospectus supplement on the LIBOR Certificates on the basis
of a 360-day year and the actual number of days that elapsed in the accrual
period.
The interest accrual period for the interest bearing classes and components
of certificates (other than the LIBOR Certificates) for any distribution date
will be the calendar month before the distribution date. The interest accrual
period for the LIBOR Certificates for any Distribution Date will be the period
commencing on the Distribution Date in the month prior to the month in which
that Distribution Date occurs (or the closing date, in the case of the first
Distribution Date) and ending on the day immediately prior to that Distribution
Date.
On each Distribution Date, to the extent of funds available therefor, each

class of certificates and interest bearing components will be entitled to
receive an amount allocable to interest for the related interest accrual period.
This "INTEREST DISTRIBUTION AMOUNT" for any class or component will be equal to
the sum of (a) interest at the applicable pass-through rate on the related Class
Certificate Balance, Component Principal Balance or Component Notional Amount,
as the case may be, immediately prior to that Distribution Date, and (b) the sum
of the amounts, if any, by which the amount described in clause (a) above (other
than, with respect to the LIBOR Certificates, any Carryover Shortfall Amounts)
on each prior Distribution Date exceeded the amount actually distributed as
interest
S-73
<PAGE>
on the prior Distribution Dates and not subsequently distributed (which are
called unpaid interest amounts), reduced by (c) any Net Deferred Interest on the
related Mortgage Loans for that Distribution Date allocated to the applicable
class or component.
ALLOCATION OF NET DEFERRED INTEREST
With respect to each Mortgage Loan and each related Due Date, "DEFERRED
INTEREST" will be the excess, if any, of the amount of interest accrued on such
Mortgage Loan from the preceding Due Date to such Due Date over the monthly
payment due for such Due Date. Such excess may occur because the mortgage rates
of the Mortgage Loans adjust monthly, while the monthly payment generally
adjusts annually, or as a result of the application of the Payment Caps, in
either case, resulting in negative amortization.
With respect to each loan group and Distribution Date, the "NET DEFERRED
INTEREST" is equal to the excess, if any, of the deferred interest that accrued
EXHIBIT 8 -182-
ID #:10006
on the Mortgage Loans in that loan group as described above, over the Principal
Prepayment Amount for those Mortgage Loans received during the related Due
Period and Prepayment Period.
For any Distribution Date, the "PRINCIPAL PREPAYMENT AMOUNT" for a loan
group is equal to the sum of (i) all partial and full principal prepayments by
borrowers on the Mortgage Loans in that loan group received during the related
Prepayment Period and (ii) any Subsequent Recoveries on the Mortgage Loans in
that loan group received during the related Due Period preceding the month of
the Distribution Date. For any Distribution Date, the "NET PRINCIPAL PREPAYMENT
AMOUNT" for a loan group is equal to the excess, if any, of (i) the Principal
Prepayment Amount for that loan group over (ii) the aggregate amount of Deferred
Interest accrued on the Mortgage Loans in that loan group from the preceding Due
Date to the Due Date related to that Distribution Date.
To the extent that there is Net Deferred Interest for a loan group on a
Distribution Date, the Senior Percentage (as defined in this prospectus
supplement) of that Net Deferred Interest will be allocated, in the aggregate,
to the senior certificates in the related senior certificate group and the
Subordinated Percentage of that Net Deferred Interest will be allocated, in the
aggregate, to the subordinated certificates.
Within the classes of senior certificates, the Senior Percentage of the Net
Deferred Interest, if any, for the related loan group that will be allocated to
any such class, will be equal to (i) with respect to the Class 1-A-1
Certificates and the classes of MTA Certificates, the excess, if any, of (x) the
amount of interest that accrued on such class of certificates at its
pass-through rate during the interest accrual period related to that
Distribution Date, over (y) the amount of interest that accrues on such class at
the related Adjusted Cap Rate (described below) for the interest accrual period
related to that Distribution Date, (ii) with respect to the Class A-R, Class
1-X-2 and Class 2-X-1 Certificates, based upon their respective interest
entitlements for that Distribution Date, and (iii) with respect to the Class
1-X-1, Class 1-X-3 and Class 2-X-2 Certificates, the Senior Percentage of any
Net Deferred Interest with respect to the related loan group remaining after the
allocation to the related Senior Certificates pursuant to clauses (i) and (ii)
of this sentence.
Within the subordinated certificates, the Subordinated Percentage of the

Net Deferred Interest, if any, that will be allocated to each class of
subordinated certificates (other than the Class M-X Certificates) will be equal
to the product of (a) the excess, if any, of (i) the amount of interest that
accrued on such class of certificates at its respective pass-through rate during
the interest accrual period related to that Distribution Date, over (ii) the
amount of interest that accrues on such class at the Subordinated Adjusted Cap
Rate (described below) for the interest accrual period related to that
Distribution Date and (b) a fraction, the numerator of which is equal to the
Subordinated Portion for the applicable loan group for that Distribution Date,
and the denominator of which is equal to the aggregate Subordinated Portion for
both loan groups for such Distribution Date. On each Distribution Date, the
Subordinated Percentage of any Net Deferred Interest remaining after the
allocation to the subordinated certificates (other than the Class M-X
Certificates) as described above will be allocated to the Class M-X IO
Component.
Any Net Deferred Interest allocated to a class of certificates (other than

a class of Class X Certificates) will be added to the class certificate balance
of the applicable class of certificates. Any Net Deferred Interest allocated to
a Class X-IO Component will be added to the component principal balance of the
related Class X P Component.
EXHIBIT 8 -183-
ID #:10007
S-74
<PAGE>
The "ADJUSTED CAP RATE" for any Distribution Date and the Class 1-A-1
Certificates will equal the excess, if any, of the Weighted Average Adjusted Net
Mortgage Rate for loan group 1 for that Distribution Date, adjusted to reflect
the accrual of interest on the basis of a 360-day year and the actual number of
days that elapsed in the related interest accrual period, over a fraction
expressed as a percentage, the numerator of which is equal to the product of (i)
a fraction, the numerator of which is 360, and the denominator of which is the
actual number of days that elapsed in the related interest accrual period, and
(ii) the Net Deferred Interest for loan group 1 for that Distribution Date, and
the denominator of which is the aggregate Stated Principal Balance of the
Mortgage Loans in loan group 1 at the end of the Prepayment Period related to
the immediately preceding Distribution Date. The Adjusted Rate Cap for any
Distribution Date and the Class 1-A-2 Certificates will equal the excess, if
any, of the Weighted Average Adjusted Net Mortgage Rate for loan group 1 for
that Distribution Date, over a fraction expressed as a percentage, the numerator
of which is equal to the product of (i) 12 and (ii) the Net Deferred Interest
for loan group 1 for that Distribution Date, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans in loan group 1 at the
end of the Prepayment Period related to the immediately preceding Distribution
Date. The Adjusted Rate Cap for any Distribution Date and the Class 2-A-1, Class
2-A-2, Class 2-A-3 and Class 2-A-4 Certificates will equal the excess, if any,
of the Weighted Average Adjusted Net Mortgage Rate for loan group 2 for that
Distribution Date, over a fraction expressed as a percentage, the numerator of
which is equal to the product of (i) 12 and (ii) the Net Deferred Interest for
loan group 2 for that Distribution Date, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans in loan group 2 at the
end of the Prepayment Period related to the immediately preceding Distribution
Date. The Adjusted Cap Rate for the subordinated certificates other than the
Class M-X Certificates (the "SUBORDINATED ADJUSTED CAP RATE") for any
Distribution Date will equal the weighted average of the Adjusted Cap Rates for
each senior certificate group, weighted on the basis of the Subordinated Portion
of the Mortgage Loans in the related loan group.
ALLOCATION OF INTEREST SHORTFALLS
The interest entitlement described above for each class of certificates for
any Distribution Date will be reduced by the amount of Net Interest Shortfalls
experienced by (a) the related loan group, with respect to the senior
certificates and (b) both loan groups, with respect to the subordinated
certificates. With respect to any Distribution Date and loan group, the "NET
INTEREST SHORTFALL" is equal to
- any net prepayment interest shortfalls for that loan group and
Distribution Date and
- the amount of interest that would otherwise have been received with
respect to any Mortgage Loan in that loan group that was the subject
of a Relief Act Reduction or a Debt Service Reduction.
Net Interest Shortfalls for a loan group on any Distribution Date will be
allocated pro rata among all classes and components of the related senior
certificates and the classes of subordinated certificates entitled to receive
distributions of interest on such Distribution Date, based on the amount of
interest each such class of certificates or component would otherwise be
EXHIBIT 8 -184-
ID #:10008
entitled to receive (or, in the case of the subordinated certificates, deemed to

be entitled to receive based upon such subordinated class' share of the
Subordinated Portion, as described more fully below) on such Distribution Date,
in each case before taking into account any reduction in such amounts from such
Net Interest Shortfalls.
With respect to any Distribution Date, a "NET PREPAYMENT INTEREST

SHORTFALL" for a loan group is the amount by which the aggregate of prepayment
interest shortfalls experienced by the Mortgage Loans in that loan group exceeds
the sum of (x) the Compensating Interest for that loan group and Distribution
Date and (y) the excess, if any, of the Compensating Interest for the other loan
group, over the prepayment interest shortfalls for that loan group. A
"PREPAYMENT INTEREST SHORTFALL" is the amount by which interest paid by a
borrower in connection with a prepayment of principal on a Mortgage Loan during
the portion of the related Prepayment Period occurring in the calendar month
preceding the month of the Distribution Date is less than one month's interest
at the related Mortgage Rate less the Master Servicing Fee Rate on the Stated
Principal Balance of the Mortgage Loan. Each class' or component's pro rata
share of the Net Interest Shortfalls will be based upon the amount of interest
the class or component would otherwise have been entitled to receive on the
Distribution Date.
S-75
<PAGE>
For purposes of allocating Net Interest Shortfalls for a loan group to the
subordinated certificates on any Distribution Date, the amount of interest each
class of subordinated certificates would otherwise be deemed to be entitled to
receive from Available Funds for that loan group on the Distribution Date will
be equal to an amount of interest at the pass-through rate on that class' pro
rata share (based upon their respective Class Certificate Balances) of the
Subordinated Portion for that loan group and Distribution Date; provided,
however, on any Distribution Date after a Senior Termination Date, Net Interest
Shortfalls for the related loan group will be allocated to the classes of
subordinated certificates based on the amount of interest each such class of
subordinated certificates would otherwise be entitled to receive on that
Distribution Date.
A "RELIEF ACT REDUCTION" is a reduction in the amount of the monthly

interest payment on a Mortgage Loan pursuant to the Servicemembers Civil Relief
Act or similar state laws. See "Legal Aspects of the Mortgage Loans --
Servicemembers Civil Relief Act" in the prospectus. A "DEBT SERVICE Reduction"
is the modification of the terms of a mortgage loan in the course of a
borrower's bankruptcy proceeding, allowing for the reduction of the amount of
the monthly payment on the related mortgage loan.
In order to provide protection to the holders of the Class 2-A-4

Certificates against the allocation thereto of net prepayment interest
shortfalls and Relief Act Reductions, a reserve fund (the "CLASS 2-A-4 RESERVE
FUND") will be established for the benefit of the Class 2-A-4 Certificates into
which $5,000 will be deposited on the closing date. No additional amounts will
be deposited into the Class 2-A-4 Reserve Fund after the closing date. If any
net prepayment interest shortfalls or Relief Act Reductions on the mortgage
loans are allocated to the Class 2-A-4 Certificates on any Distribution Date,
the amount of such shortfall will be withdrawn from the Class 2-A-4 Reserve
Fund, to the extent funds are available, and will be distributed on such
Distribution Date to the holders of the Class 2-A-4 Certificates. We cannot
assure you that the amount on deposit in the Class 2-A-4 Reserve Fund will be
EXHIBIT 8 -185-
ID #:10009
sufficient to cover net prepayment interest shortfalls or Relief Act Reductions

allocated to the Class 2-A-4 Certificates under all circumstances.
The Class 2-A-4 Policy does not cover net prepayment interest shortfalls or
Relief Act Reductions allocated to the Class 2-A-4 Certificates.
After the amount on deposit in the Class 2-A-4 Reserve Fund is exhausted,
the Class 2-A-4 Certificates will bear their proportionate share of the net
prepayment interest shortfalls and Relief Act Reductions on the mortgage loans.
Any amounts remaining in the Class 2-A-4 Reserve Fund on the Distribution Date
on which the Class Certificate Balance of the Class 2-A-4 Certificates has been
reduced to zero will be distributed to Deutsche Bank Securities Inc.
If on a particular Distribution Date, Available Funds for a loan group in

the Certificate Account applied in the order described above under "-- Priority
of Distributions Among Certificates" are not sufficient to make a full
distribution of the interest entitlement on the certificates and components
related to that loan group, interest will be distributed on each class of
related certificates and components of equal priority based on the amount of
interest it would otherwise have been entitled to receive in the absence of the
shortfall. Any unpaid interest amount will be carried forward and added to the
amount holders of each affected class of certificates and components will be
entitled to receive on the next Distribution Date. A shortfall could occur, for
example, if losses realized on the Mortgage Loans in that loan group were
exceptionally high or were concentrated in a particular month. Any unpaid
interest amount so carried forward will not bear interest.
THE CORRIDOR CONTRACT
The trust fund will have the benefit of one interest rate corridor contract
(the "CORRIDOR CONTRACT"), for the Class 1-A-1 Certificates, Swiss Re Financial
Products Corporation ("SRFP" or the "CORRIDOR CONTRACT COUNTERPARTY"), as
evidenced by a confirmation (the "CONFIRMATION"). Pursuant to the Corridor
Contract, the terms of an ISDA Master Agreement were incorporated into the
confirmation of the Corridor Contract, as if the ISDA Master Agreements had been
executed by the trustee, not in its individual capacity, but solely, as trustee
and the Corridor Contract Counterparty on the date that the Corridor Contract
was executed. The Corridor Contract was subject to certain ISDA definitions as
published by the International Swaps and Derivatives Association, Inc.
The Corridor Contract Counterparty under the Corridor Contract is Swiss Re

Financial Products Corporation ("SRFP"), a Delaware corporation and indirect,
wholly owned subsidiary of Swiss Reinsurance
S-76
<PAGE>
Company ("SWISS RE"), a Swiss corporation. SRFP currently has a counterparty

credit rating of "AA (negative CreditWatch)" and a short-term debt rating of
"A-1+" from Standard & Poor's.
The obligations of SRFP under the Corridor Contract are fully and
unconditionally guaranteed by Swiss Re. Swiss Re currently has (i) a
counterparty credit rating of "AA (negative CreditWatch)", an insurer financial
strength rating of "AA (negative CreditWatch)", a senior unsecured debt rating
of "AA (negative CreditWatch)" and a short-term debt rating of "A-1+" from
Standard & Poor's, (ii) an insurance financial strength rating of "Aa2 (stable
outlook)", a senior unsecured rating of "Aa2" and a short-term rating of "P-1"
EXHIBIT 8 -186-
ID #:10010
from Moody's and (iii) an insurer financial strength rating (Fitch initiated) of
"AA+(stable)" and a senior unsecured rating of "AA+(stable)" from Fitch.
Various regulatory authorities, including the U.S. Securities and Exchange

Commission and State Attorneys General in the United States, including the
Attorney General of the State of New York, and more recently the U.K. Financial
Services Authority, as well as law enforcement agencies, are conducting
investigations of non-traditional, or loss mitigation insurance, products. Swiss
Reinsurance Company is among the companies that have received subpoenas to
produce documents relating to "non-traditional" products as part of these
investigations. Swiss Reinsurance Company has announced that it is cooperating
fully with all requests for documents addressed to Swiss Reinsurance Company. It
is unclear at this point what the ultimate scope of the investigations will be,
in terms of the products, parties or practices under review, particularly given
the potentially broad range of products that could be characterized as
"non-traditional." It is therefore also unclear what the direct or indirect
consequences of such investigations will be, and Swiss Reinsurance Company is
not currently in a position to give any assurances as to the consequences for it
or the insurance and reinsurance industries of the foregoing investigations or
related developments.
The information contained in the preceding three paragraphs has been

provided by SRFP and Swiss Re for use in this prospectus supplement. SRFP and
Swiss Re have not been involved in the preparation of, and do not accept
responsibility for, this prospectus supplement as a whole or the accompanying
prospectus.
Beginning on the Distribution Date in December 2005 and on or prior to the

Corridor Contract Termination Date, amounts (if any) received by the Trustee for
the benefit of the trust fund in respect of the Corridor Contract will be used
to pay the Carryover Shortfall Amount on the Class 1-A-1 Certificates, as
described below under "--Corridor Contract Reserve Fund."
With respect to the Corridor Contract and any Distribution Date beginning
on the Distribution Date in December 2005 to and including the Distribution Date
in February 2014 (the "CORRIDOR CONTRACT TERMINATION DATE"), the amount payable
by the Corridor Contract Counterparty under the Corridor Contract will equal the
product of (i) the excess, if any, of (x) the lesser of (A) One-Month LIBOR (as
determined by the Corridor Contract Counterparty) and (B) the related Maximum
LIBOR Rate, over (y) the related LIBOR Strike Rate, (ii) the lesser of (x) the
related Corridor Contract Notional Balance for such Distribution Date and (y)
the Class Certificate Balance of the Class 1-A-1 Certificates immediately prior
to that Distribution Date, and (iii) (x) the actual number of days in the
related interest accrual period divided by (y) 360.
S-77
<PAGE>
The "CORRIDOR CONTRACT NOTIONAL BALANCES", "LIBOR STRIKE RATE" and "MAXIMUM
LIBOR RATE" for the Corridor Contract are set forth in the following tables:
<TABLE>
<CAPTION>
LIBOR
CORRIDOR CONTRACT STRIKE RATE MAXIMUM LIBOR
DISTRIBUTION DATES NOTIONAL BALANCE ($) (%) RATE (%)
------------------ -------------------- ----------- -------------
<S> <C> <C> <C>
EXHIBIT 8 -187-
ID #:10011
December 25, 2005......... 255,279,560.02 6.3937 10.0000

January 25, 2006.......... 248,967,814.09 9.0453 10.0000
February 25, 2006......... 243,611,153.58 9.2378 10.0000
March 25, 2006............ 238,403,861.32 10.0000 10.0000
April 25, 2006............ 233,299,171.30 9.2379 10.0000
May 25, 2006.............. 228,294,976.56 9.5458 10.0000
June 25, 2006............. 223,389,215.01 9.2379 10.0000
July 25, 2006............. 218,579,868.45 9.5458 10.0000
August 25, 2006........... 213,864,961.59 9.2379 10.0000
September 25, 2006........ 209,242,374.52 9.2379 10.0000
October 25, 2006.......... 204,706,499.79 9.5459 10.0000
November 25, 2006......... 200,250,351.31 9.2380 10.0000
December 25, 2006......... 195,839,911.17 9.5459 10.0000
January 25, 2007.......... 191,516,787.80 9.2380 10.0000
February 25, 2007......... 187,279,180.35 9.2380 10.0000
March 25, 2007............ 183,125,326.45 10.0000 10.0000
April 25, 2007............ 179,053,501.38 9.2380 10.0000
May 25, 2007.............. 175,062,017.24 9.5460 10.0000
June 25, 2007............. 171,149,222.11 9.2381 10.0000
July 25, 2007............. 167,313,499.33 9.5460 10.0000
August 25, 2007........... 163,532,802.54 9.2381 10.0000
September 25, 2007........ 159,821,827.86 9.2381 10.0000
October 25, 2007.......... 156,179,770.07 9.5460 10.0000
November 25, 2007......... 152,602,383.19 9.2381 10.0000
December 25, 2007......... 149,062,631.98 9.5461 10.0000
January 25, 2008.......... 145,592,775.66 9.2381 10.0000
February 25, 2008......... 142,192,216.82 9.2382 10.0000
March 25, 2008............ 138,859,149.35 9.8753 10.0000
April 25, 2008............ 135,592,544.71 9.2382 10.0000
May 25, 2008.............. 131,699,229.85 9.5461 10.0000
June 25, 2008............. 127,897,498.63 9.2381 10.0000
July 25, 2008............. 124,104,504.66 9.5459 10.0000
August 25, 2008........... 120,387,879.81 9.2379 10.0000
September 25, 2008........ 116,759,626.49 9.2379 10.0000
October 25, 2008.......... 113,201,333.21 9.5457 10.0000
November 25, 2008......... 110,102,278.98 9.2378 10.0000
December 25, 2008......... 107,445,868.11 9.5457 10.0000
January 25, 2009.......... 104,843,748.68 9.2378 10.0000
February 25, 2009......... 102,299,831.62 9.2378 10.0000
March 25, 2009............ 99,817,116.64 10.0000 10.0000
April 25, 2009............ 97,390,655.90 9.2378 10.0000
May 25, 2009.............. 95,022,640.10 9.5457 10.0000
June 25, 2009............. 92,711,669.71 9.2377 10.0000
July 25, 2009............. 90,456,253.16 9.5457 10.0000
August 25, 2009........... 88,255,187.27 9.2377 10.0000
September 25, 2009........ 86,107,170.14 9.2378 10.0000
October 25, 2009.......... 84,010,930.98 9.5457 10.0000
November 25, 2009......... 81,965,229.28 9.2378 10.0000
December 25, 2009......... 79,968,854.16 9.5457 10.0000
January 25, 2010.......... 78,020,623.63 9.2378 10.0000
February 25, 2010......... 76,119,383.92 9.2378 10.0000
March 25, 2010............ 74,264,008.78 10.0000 10.0000
April 25, 2010............ 72,453,398.86 9.2378 10.0000
May 25, 2010.............. 70,686,481.04 9.5457 10.0000
June 25, 2010............. 68,962,207.82 9.2378 10.0000
July 25, 2010............. 67,279,556.73 9.5457 10.0000
August 25, 2010........... 65,637,529.68 9.2378 10.0000
September 25, 2010........ 64,035,152.43 9.2378 10.0000
October 25, 2010.......... 62,471,474.01 9.5457 10.0000
November 25, 2010......... 60,945,566.15 9.2378 10.0000
EXHIBIT 8 -188-
ID #:10012
December 25, 2010......... 59,456,522.74 9.5457 10.0000

January 25, 2011.......... 58,003,459.34 9.2378 10.0000
February 25, 2011......... 56,585,512.61 9.2378 10.0000
March 25, 2011............ 55,201,839.83 10.0000 10.0000
April 25, 2011............ 53,851,618.44 9.2378 10.0000
May 25, 2011.............. 52,534,045.51 9.5457 10.0000
June 25, 2011............. 51,248,337.30 9.2378 10.0000
July 25, 2011............. 49,993,728.79 9.5457 10.0000
August 25, 2011........... 48,769,473.25 9.2378 10.0000
September 25, 2011........ 47,574,841.79 9.2378 10.0000
October 25, 2011.......... 46,409,122.95 9.5457 10.0000
November 25, 2011......... 45,271,622.27 9.2378 10.0000
December 25, 2011......... 44,161,661.87 9.5457 10.0000
January 25, 2012.......... 43,078,580.10 9.2378 10.0000
February 25, 2012......... 42,021,731.13 9.2378 10.0000
March 25, 2012............ 40,990,484.55 9.8748 10.0000
April 25, 2012............ 39,984,225.04 9.2378 10.0000
May 25, 2012.............. 39,002,351.98 9.5457 10.0000
June 25, 2012............. 38,044,279.13 9.2378 10.0000
July 25, 2012............. 37,109,434.26 9.5457 10.0000
August 25, 2012........... 36,197,258.83 9.2378 10.0000
September 25, 2012........ 35,307,207.66 9.2378 10.0000
October 25, 2012.......... 34,438,748.61 9.5457 10.0000
November 25, 2012......... 33,591,362.27 9.2378 10.0000
December 25, 2012......... 32,764,541.67 9.5457 10.0000
January 25, 2013.......... 31,957,791.96 9.2378 10.0000
February 25, 2013......... 31,170,630.12 9.2378 10.0000
March 25, 2013............ 30,402,584.72 10.0000 10.0000
April 25, 2013............ 29,653,195.58 9.2378 10.0000
May 25, 2013.............. 28,922,013.57 9.5457 10.0000
June 25, 2013............. 28,208,600.28 9.2378 10.0000
July 25, 2013............. 27,512,527.81 9.5457 10.0000
August 25, 2013........... 26,833,378.51 9.2378 10.0000
September 25, 2013........ 26,170,744.72 9.2378 10.0000
October 25, 2013.......... 25,524,228.56 9.5457 10.0000
November 25, 2013......... 24,893,441.65 9.2378 10.0000
December 25, 2013......... 24,278,004.93 9.5457 10.0000
January 25, 2014.......... 23,677,548.43 9.2378 10.0000
February 25, 2014......... 23,091,711.03 9.2378 10.0000
March 25, 2014
and thereafter......... 0.00 N/A N/A
</TABLE>
S-78
<PAGE>
The Corridor Contract will be subject to early termination only in limited

circumstances. Such circumstances generally include certain insolvency or
bankruptcy events in relation to the Corridor Contract Counterparty or the trust
fund, the failure by the Corridor Contract Counterparty (within one business day
after notice of such failure is received by the Corridor Contract Counterparty)
to make a payment due under the Corridor Contract, the failure by the Corridor
Contract Counterparty (within 30 days after notice of such failure is received)
to perform any other agreement made by it under the Corridor Contract, and the
Corridor Contract becoming illegal or subject to certain kinds of taxation. The
Corridor Contract will also be subject to early termination following the
failure by the Corridor Contract Counterparty to take certain actions specified
in the Corridor Contract within 30 days following its best rating going below
EXHIBIT 8 -189-
ID #:10013
certain applicable rating agency ratings specified in the Corridor Contract.
If the Corridor Contract is terminated early, the Corridor Contract

Counterparty may owe a termination payment to the trustee, payable in a lump sum
to be deposited in the Corridor Contract Reserve Fund and applied on future
Distribution Dates to pay any Carryover Shortfall Amounts. However, if such
termination occurs, there can be no assurance that any such termination payment
will be owing to the trustee.
The Class 1-A-1 Certificates do not represent obligations of the Corridor

Contract Counterparty. The holders of the Class 1-A-1 Certificates are not
parties to or beneficiaries under the Corridor Contract and will not have any
right to proceed directly against the Corridor Contract Counterparty in respect
of its obligations under the Corridor Contract.
CORRIDOR CONTRACT RESERVE FUND
On the closing date, the trustee will establish an account (the "CORRIDOR
CONTRACT RESERVE FUND"), which is held in trust by the trustee on behalf of the
holders of the Class 1-A-1 Certificates. On the closing date, the depositor will
cause to be deposited $1,000 in the Corridor Contract Reserve Fund. The Corridor
Contract Reserve Fund will not be an asset of any REMIC.
On each Distribution Date, the trustee will deposit in the Corridor

Contract Reserve Fund any amounts received in respect of the Corridor Contract
for the related interest accrual period. On each Distribution Date, any amounts
so received in respect of the Corridor Contract will be distributed to the Class
1-A-1 Certificates in an amount up to the amount of any Carryover Shortfall
Amount for the Class 1-A-1 Certificates for that Distribution Date. Any amounts
received on the Corridor Contract in excess of the amount required to pay the
Carryover Shortfall Amounts will be distributed to Deutsche Bank Securities Inc.
Amounts on deposit in the Corridor Contract Reserve Fund will be

distributed prior to any distributions from the Carryover Shortfall Reserve
Fund.
CARRYOVER SHORTFALL RESERVE FUND
On the closing date, the trustee will establish a reserve fund (the
"CARRYOVER SHORTFALL RESERVE FUND"). On the closing date the Depositor will
cause to be deposited approximately $1,000 in the Carryover Shortfall Reserve
Fund. On each Distribution Date, all amounts distributable as interest to the
Class 1-X-1 IO and Class M-X IO Components will be deposited in the Carryover
Shortfall Reserve Fund and will be distributed (after taking into account
amounts paid from the Corridor Contract Reserve Fund), sequentially, as follows:
- first, concurrently, (a) from amounts otherwise distributable to the

Class 1-X-1 IO Component, to the Class 1-A-1 Certificates and (b) from
amounts otherwise distributable to the Class M-X IO Component,
sequentially, to the Class M-1, Class M-2, Class M-3, Class M-4, Class
M-5, Class M-6, Class M-7, Class B-1, Class B-2, Class B-3, Class B-4
and Class B-5 Certificates, in that order; in each case based upon the
amount of any Carryover Shortfall Amounts with respect to such classes
of certificates; and
- second, concurrently, (a) from amounts remaining on deposit in the

Carryover Shortfall Reserve Fund otherwise distributable to the Class
1-X-1 IO Component, to the Class 1-X-1 Certificates and (b) from
amounts on deposit in the Carryover Shortfall Reserve Fund otherwise
distributable to the Class M-X IO Component, to the Class M-X
EXHIBIT 8 -190-
ID #:10014
Certificates.
S-79
<PAGE>
To the extent amounts in respect of interest otherwise payable to the Class

1-X-1 IO and Class M-X IO Components are used to pay Carryover Shortfall Amounts
and are not paid to the related classes of certificates, holders of those
certificates will not be entitled to reimbursement for such amounts from the
trust fund.
In addition to the $1,000 deposit described in the second preceding

paragraph, on the closing date the Depositor will cause to be deposited in the
Carryover Shortfall Reserve Fund an amount that is expected to be sufficient to
cover any Carryover Shortfall Amounts on the Offered Certificates (including
both the LIBOR Certificates and the MTA Certificates) with respect to the first
three Distribution Date. On the first three Distribution Dates, such amount will
be distributed first concurrently, to the Senior Certificates, pro rata, based
upon the amount of any Carryover Shortfall Amounts with respect to each such
class of certificates for that Distribution Date, and then, sequentially, to the
Subordinated Certificates, beginning with the class of subordinated certificates
then outstanding with the highest payment priority, in each case based upon the
amount of any Carryover Shortfall Amounts with respect to each such class of
certificates for that Distribution Date. Any such amount caused to be deposited
by the Depositor as described in the first sentence of this paragraph that
remains after payment of any Carryover Shortfall Amounts to the certificates on
the first three Distribution Dates will be distributed to Deutsche Bank
Securities Inc. and will not be available to cover any Carryover Shortfall
Amounts on subsequent Distribution Dates. Except with respect to the first three
Distribution Dates, the MTA Certificates will not be entitled to receive any
distributions in respect of Carryover Shortfall Amounts.
PRINCIPAL
General. On each Distribution Date, the Principal Amount for each loan
group will be distributed as principal first with respect to the related classes
of senior certificates (or with respect to each class of Class X Certificates,
the related Class X P Component) in an amount up to the related Senior Principal
Distribution Amount for such loan group, and second as principal of the
subordinated certificates (or with respect to the Class M-X Certificates, the
Class M-X P Component), as a portion of the Subordinated Principal Distribution
Amount.
The "PRINCIPAL AMOUNT" for any Distribution Date and loan group will equal
the sum of:
1. all monthly payments of principal due on each Mortgage Loan

(other than a Liquidated Mortgage Loan) in that loan group during
the related Due Period,
2. the principal portion of the purchase price of each Mortgage Loan

in that loan group that was repurchased by a seller, the master
servicer or another person pursuant to the pooling and servicing
agreement as of the Distribution Date,
3. the Substitution Adjustment Amount in connection with any deleted

Mortgage Loan in that loan group received with respect to the
Distribution Date,
EXHIBIT 8 -191-
ID #:10015
4. any insurance proceeds or liquidation proceeds allocable to

recoveries of principal of Mortgage Loans in that loan group that
are not yet Liquidated Mortgage Loans received during the
calendar month preceding the month of the Distribution Date,
5. with respect to each Mortgage Loan in that loan group that became
a Liquidated Mortgage Loan during the calendar month preceding
the month of the Distribution Date, the amount of the liquidation
proceeds allocable to principal received with respect to that
Mortgage Loan, and
6. the Net Principal Prepayment Amount for that loan group,
plus
- any Transfer Payments Received for such loan group and Distribution
Date,
minus
- any Transfer Payments Made for such loan group and Distribution Date.
For any Distribution Date, the "PRINCIPAL PAYMENT AMOUNT" for a loan group
is equal to all amounts described in clauses 1. through 5. of the definition of
Principal Amount for that loan group and that Distribution Date.
S-80
<PAGE>
TRANSFER PAYMENTS
Transfer Payment due to disproportionate Realized Losses in one loan group.

If on any Distribution Date the aggregate Class Certificate Balance and
Component Principal Balance of the senior certificates related to a loan group
immediately prior to such Distribution Date is greater than the aggregate Stated
Principal Balance of the Mortgage Loans in that loan group as of the first day
of the related Due Period (the "UNDERCOLLATERALIZED Group"), then the following
will occur:
- the Available Funds in the loan group that is not an

Undercollateralized Group (the "OVERCOLLATERALIZED GROUP") will be
reduced, after distributions of interest to the senior certificates
related to the Overcollateralized Group, by an amount equal to one
month's interest on the Transfer Payment Received by the
Undercollateralized Group at the Weighted Average Adjusted Net
Mortgage Rate of the Mortgage Loans in the Undercollateralized Group
and that amount will be added to the Available Funds of the
Undercollateralized Group; and
- the portion of the Available Funds in respect of principal on the

Mortgage Loans in the Overcollateralized Group, after distributions of
principal to the senior certificates related to such
Overcollateralized Group, will be distributed, to the extent of the
portion of Available Funds available therefor, to the senior
certificates of the Undercollateralized Group until the aggregate
Class Certificate Balance of the senior certificates of the
Undercollateralized Group equals the aggregate Stated Principal
EXHIBIT 8 -192-
ID #:10016
Balance of the Mortgage Loans in the related loan group.
Consequently, the subordinated certificates will not receive any

distributions of principal until the Undercollateralized Group is no longer
undercollateralized.
On each Distribution Date, the "TRANSFER PAYMENT" for an

Undercollateralized Group will equal the excess, if any, of the aggregate Class
Certificate Balance of the related senior certificates immediately prior to such
Distribution Date for such Undercollateralized Group over the aggregate Stated
Principal Balance of the Mortgage Loans in such loan group as of the Due Date in
the prior month (after giving effect to principal prepayments in the Prepayment
Period related to that prior Due Date). The Transfer Payment received by an
Undercollateralized Group is referred to as a "TRANSFER PAYMENT RECEIVED." The
Transfer Payment made by an Overcollateralized Group is referred to as a
"TRANSFER PAYMENT MADE."
All or a portion of the distributions to the senior certificates pursuant

to the transfer payment provisions described above may be made on the
Distribution Date in the month following the month during which such Transfer
Payment occurs (without any additional distribution of interest or earnings
thereon with respect to such delay).
Senior Principal Distribution Amount. On each Distribution Date, the

Principal Amount, for a loan group, up to the amount of the related Senior
Principal Distribution Amount for the Distribution Date, will be distributed as
principal of the following classes of senior certificates, in the following
order of priority:
- with respect to loan group 1, sequentially, as follows:
(1) to the Class A-R Certificates, until its Class Certificate

Balance is reduced to zero;
(2) concurrently, to the Class 1-A-1 and Class 1-A-2 Certificates,

pro rata, until their respective Class Certificate Balances are
reduced to zero; and
(3) concurrently, to the Class 1-X-1 P, Class 1-X-2 P and Class 1-X-3
P Components, pro rata, until their respective Component
Principal Balances are reduced to zero.
- with respect to loan group 2, sequentially, as follows:
(1) concurrently, to the Class 2-A-1, Class 2-A-2, Class 2-A-3 and
Class 2-A-4 Certificates, pro rata, until their respective Class
Certificate Balances are reduced to zero; and
S-81
<PAGE>
(2) concurrently, to the Class 2-X-1 P and Class 2-X-2 P Components,

pro rata, until their respective Component Principal Balances are
reduced to zero.
"PREPAYMENT PERIOD" means with respect to any Distribution Date and Due
Date, the period beginning on the sixteenth day of the calendar month preceding
the month in which such Distribution Date occurs (or in the case of the first
EXHIBIT 8 -193-
ID #:10017
Distribution Date, from October 1, 2005) and ending on the fifteenth day of the
calendar month in which such Distribution Date occurs.
"DUE PERIOD" means, with respect to a Mortgage Loan, the period beginning
on the second day of the calendar month preceding the month in which such
Distribution Date occurs and ending on the first day of the calendar month in
which such Distribution Date occurs.
The "SENIOR PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date and
loan group will equal the sum of
- the related Senior Percentage of the Principal Payment Amount for that
loan group and Distribution Date,
- the related Senior Prepayment Percentage of the Net Principal

Prepayment Amount for that loan group and Distribution Date, and
- any Transfer Payments Received for that loan group and Distribution
Date;
provided, however, that on any Distribution Date after a Senior Termination

Date, the Senior Principal Distribution Amount for the remaining senior
certificates will be calculated pursuant to the above formula based on all the
Mortgage Loans, as opposed to only the Mortgage Loans in the related loan group.
"STATED PRINCIPAL BALANCE" means for any Mortgage Loan and Due Date, the
unpaid principal balance of the Mortgage Loan as of the Due Date, as specified
in its amortization schedule at that time (before any adjustment to the
amortization schedule for any moratorium or similar waiver or grace period),
after giving effect to (i) any previous partial payments and liquidation
proceeds received and to the payment of principal due on the Due Date and
irrespective of any delinquency in payment by the related borrower and (ii)
liquidation proceeds allocable to principal received in the prior calendar month
and prepayments of principal received through the last day of the related
Prepayment Period, plus, (iii) any Deferred Interest added to the principal
balance of that Mortgage Loan pursuant to the terms of the related mortgage note
on or prior to that Due Date. The "POOL PRINCIPAL BALANCE" equals the aggregate
of the Stated Principal Balances of the Mortgage Loans. The "LOAN GROUP
PRINCIPAL BALANCE" with respect any loan group equals the aggregate of the
Stated Principal Balances of the Mortgage Loans in that loan group.
The "SENIOR PERCENTAGE" for any senior certificate group and Distribution
Date is the percentage equivalent of a fraction, not to exceed 100%, the
numerator of which is the aggregate of the Class Certificate Balances of each
class of senior certificates of such senior certificate group (other than the
Notional Amount Components) immediately before that Distribution Date and the
denominator of which is the aggregate of the Stated Principal Balances of the
Mortgage Loans in the related loan group as of the Due Date in the prior month
(after giving effect to principal prepayments in the Prepayment Period related
to that prior Due Date); provided, however, that on any Distribution Date after
a Senior Termination Date, the Senior Percentage of the related remaining senior
certificate group is the percentage equivalent of a fraction, the numerator of
which is the aggregate of the Class Certificate Balances of each class of senior
certificates of such remaining senior certificate group immediately prior to
such Distribution Date, and the denominator of which is the aggregate of the
Class Certificate Balances of all classes of certificates immediately prior to
For any Distribution Date on and prior to a Senior Termination Date, the
"SUBORDINATED PERCENTAGE" for the portion of the subordinated certificates
EXHIBIT 8 -194-
ID #:10018
relating to a loan group will be calculated as the difference between 100% and
the Senior Percentage of the senior certificate group relating to that loan
group on such Distribution Date. After a Senior Termination Date, the
Subordinated Percentage will represent the entire interest of the subordinated
S-82
<PAGE>
certificates in the mortgage pool and will be calculated as the difference

between 100% and the related Senior Percentage for such Distribution Date.
The "SENIOR PREPAYMENT PERCENTAGE" of a senior certificate group for any

Distribution Date occurring during the ten years beginning on the first
Distribution Date will equal 100%. Thereafter, each Senior Prepayment Percentage
will be subject to gradual reduction as described in the following paragraph.
This disproportionate allocation of unscheduled payments of principal will have
the effect of accelerating the amortization of the senior certificates which
receive these unscheduled payments of principal while, in the absence of
Realized Losses, increasing the interest in the principal balance of the
applicable loan group evidenced by the subordinated certificates. Increasing the
respective interest of the subordinated certificates relative to that of the
related senior certificates is intended to preserve the availability of the
subordination provided by the subordinated certificates. The "SUBORDINATED
PREPAYMENT PERCENTAGE" for a loan group as of any Distribution Date will be
calculated as the difference between 100% and the related Senior Prepayment
Percentage.
The Senior Prepayment Percentage of a senior certificate group for any

Distribution Date occurring on or after the tenth anniversary of the first
Distribution Date will be as follows: for any Distribution Date in the first
year thereafter, the related Senior Percentage plus 70% of the related
Subordinated Percentage for the Distribution Date; for any Distribution Date in
the second year thereafter, the related Senior Percentage plus 60% of the
related Subordinated Percentage for the Distribution Date; for any Distribution
Date in the third year thereafter, the related Senior Percentage plus 40% of the
related Subordinated Percentage for the Distribution Date; for any Distribution
Date in the fourth year thereafter, the related Senior Percentage plus 20% of
the related Subordinated Percentage for the Distribution Date; and for any
Distribution Date thereafter, the related Senior Percentage for the Distribution
Date (unless on any Distribution Date the Senior Percentage of a senior
certificate group exceeds the initial Senior Percentage of such senior
certificate group as of the closing date, in which case the Senior Prepayment
Percentage of each senior certificate group for the Distribution Date will once
again equal 100%).
Notwithstanding the foregoing, no decrease in the Senior Prepayment

Percentage for any loan group will occur unless both of the step down conditions
listed below are satisfied with respect to both loan groups:
- the aggregate Stated Principal Balance of all of the Mortgage Loans

delinquent 60 days or more (including Mortgage Loans in foreclosure,
real estate owned by the trust fund and Mortgage Loans the borrowers
of which are in bankruptcy) (averaged over the preceding six month
period), as a percentage of (a) if such date is on or prior to a
Senior Termination Date, the Subordinated Percentage for such loan
group of the aggregated Stated Principal Balances of the Mortgage
Loans in that loan group, or (b) if such date is after a Senior
Termination Date, the aggregate Class Certificate Balance of the
EXHIBIT 8 -195-
ID #:10019
subordinated certificates, is less than 50%, and
- cumulative Realized Losses on all of the Mortgage Loans in such loan

group do not exceed:
- commencing with the Distribution Date on the tenth anniversary of

the first Distribution Date, 30% of (i) if such date is on or
prior to a Senior Termination Date, the Subordinated Percentage
for that loan group of the aggregate of the Stated Principal
Balances of the Mortgage Loans in that loan group, in each case
as of the cut-off date or (ii) if such date is after a Senior
Termination Date, the aggregate of the class certificate balances
of the subordinated certificates as of the closing date (in
either case, the "ORIGINAL SUBORDINATE PRINCIPAL BALANCE"),
- commencing with the Distribution Date on the eleventh anniversary

of the first Distribution Date, 35% of the original subordinate
principal balance,
- commencing with the Distribution Date on the twelfth anniversary

of the first Distribution Date, 40% of the original subordinate
principal balance,
- commencing with the Distribution Date on the thirteenth

anniversary of the first Distribution Date, 45% of the original
subordinate principal balance, and
S-83
<PAGE>
- commencing with the Distribution Date on the fourteenth

anniversary of the first Distribution Date, 50% of the original
subordinate principal balance.
The "SENIOR TERMINATION DATE" for a senior certificate group is the date on
which the aggregate Class Certificate Balance of the senior certificates of such
senior certificate group is reduced to zero.
Notwithstanding the preceding paragraphs, if (x) on or before the

Distribution Date in October 2008, the Aggregate Subordinated Percentage is at
least 200% of the Aggregate Subordinated Percentage as of the closing date, the
delinquency test set forth above is satisfied and cumulative Realized Losses do
not exceed 20% of the aggregate class certificate balance of the subordinated
certificates as of the closing date, the Senior Prepayment Percentage for each
loan group will equal the related Senior Percentage for that Distribution Date
plus 50% of the amount equal to 100% minus the related Senior Percentage and (y)
after the Distribution Date in October 2008, the Aggregate Subordinated
Percentage is at least 200% of the Aggregate Subordinated Percentage as of the
closing date, the delinquency test set forth above is satisfied and cumulative
Realized Losses do not exceed 30% of the aggregate class certificate balance of
the subordinated certificates as of the closing date (the "TWO TIMES TEST"), the
Senior Prepayment Percentage for each loan group will equal the related Senior
Percentage.
The "AGGREGATE SUBORDINATED PERCENTAGE" for any Distribution Date is a

fraction, expressed as a percentage, the numerator of which is equal to the
aggregate Class Certificate Balance of the subordinated certificates immediately
prior to such Distribution Date and the denominator of which is the aggregate
EXHIBIT 8 -196-
ID #:10020
Stated Principal Balance of all the Mortgage Loans as of the Due Date in the
prior month (after giving effect to principal prepayments in the Prepayment
Period related to that prior Due Date).
If on any Distribution Date the allocation to the class or classes of

senior certificates then entitled to distributions of principal would reduce the
outstanding Class Certificate Balance of the class or classes below zero, the
distribution to the class or classes of certificates of the related Senior
Percentage and Senior Prepayment Percentage of the related principal amounts for
the Distribution Date will be limited to the percentage necessary to reduce the
related Class Certificate Balance(s) to zero.
Subordinated Principal Distribution Amount. On each Distribution Date and

with respect to each loan group, to the extent of Available Funds available
therefor, the Principal Amount for each loan group, up to the amount of the
Subordinated Principal Distribution Amount for that loan group for the
Distribution Date, will be distributed as principal of the Subordinated
Certificates. Distributions of each Subordinated Principal Distribution Amount
will be made to the classes of subordinated certificates in the order of their
priority of payment, first to the Class M-X Certificates, second to the Class M
Certificates and then to the Class B Certificates, in each case until their
respective Class Certificate Balances are reduced to zero. Except as provided in
the next paragraph, each class of subordinated certificates will be entitled to
receive its pro rata share of the Subordinated Principal Distribution Amount
from each loan group (based on its respective Component Principal Balance or
Class Certificate Balance, as applicable), in each case to the extent of the
amount available from Available Funds from each loan group for distribution of
principal.
With respect to each class of subordinated certificates (other than the

class of subordinated certificates then outstanding with the highest priority of
distribution), if on any Distribution Date the sum of the related Class
Subordination Percentages of such class and all classes of subordinated
certificates which have lower payment priorities than such class (the
"APPLICABLE CREDIT SUPPORT PERCENTAGE") is less than the Applicable Credit
Support Percentage for the class on the date of issuance of the certificates
(the "ORIGINAL APPLICABLE CREDIT SUPPORT PERCENTAGE"), no distribution of the
Net Principal Prepayment Amount from any loan group will be made to any of those
classes (the "RESTRICTED CLASSES") and the Net Principal Prepayment Amount
otherwise distributable to the Restricted Classes will be allocated among the
remaining classes of subordinated certificates, pro rata, based upon their
respective Component Principal Balances or Class Certificate Balances, as
applicable, and distributed in the sequential order described above.
The "CLASS SUBORDINATION PERCENTAGE" with respect to any Distribution Date

and each class of Subordinated Certificates, will equal the fraction, expressed
as a percentage, the numerator of which is the Class Certificate Balance of the
class of Subordinated Certificates immediately before the Distribution Date and
the denominator of which is the aggregate of the Class Certificate Balances of
all classes of certificates (other than any Class X IO Components) immediately
before such Distribution Date.
S-84
<PAGE>
On the date of issuance of the certificates, the characteristics listed

below are expected to be as follows:
EXHIBIT 8 -197-
ID #:10021
<TABLE>
<CAPTION>
ORIGINAL
INITIAL INITIAL APPLICABLE
BENEFICIAL CREDIT CREDIT
INTEREST IN ENHANCEMENT SUPPORT
CLASS OF CERTIFICATES TRUST FUND LEVEL PERCENTAGE
--------------------- ----------- ----------- ----------
<S> <C> <C> <C>
Senior Certificates .. 89.00% 11.00% N/A
Class M-1 ............ 1.70% 9.30% 11.00%
Class M-2 ............ 1.55% 7.75% 9.30%
Class M-3 ............ 1.00% 6.75% 7.75%
Class M-4 ............ 0.85% 5.90% 6.75%
Class M-5 ............ 0.75% 5.15% 5.90%
Class M-6 ............ 0.75% 4.40% 5.15%
Class M-7 ............ 0.60% 3.80% 4.40%
Class B-1 ............ 0.55% 3.25% 3.80%
Class B-2 ............ 0.50% 2.75% 3.25%
Class B-3 ............ 0.85% 1.90% 2.75%
Class B-4 ............ 1.10% 0.80% 1.90%
Class B-5 ............ 0.80% 0.00% 0.80%
</TABLE>
For purposes of calculating the Applicable Credit Support Percentages of

the Subordinated Certificates, the Class M-X Certificates will be considered to
have a higher payment priority than each other class of subordinated
certificates, and the Class M Certificates have a higher payment priority than
the Class B Certificates. Within the Class M and Class B Certificates, the
payment priorities are in numerical order.
The "SUBORDINATED PRINCIPAL DISTRIBUTION AMOUNT" for any Distribution Date

and any loan group will equal the sum of
- the related Subordinated Percentage for that loan group of the

Principal Payment Amount for that loan group and that
Distribution Date, and
- the related Subordinated Prepayment Percentage for that loan

group of the Net Principal Prepayment Amount for that loan group
and that Distribution Date
minus
- any Transfer Payments Made for that loan group.
The Subordinated Principal Distribution Amount for any Distribution Date is the
sum of the Subordinated Principal Distribution Amounts for each of the loan
groups.
On any Distribution Date after a Senior Termination Date, the Subordinated

Principal Distribution Amount will not be calculated by loan group but will be
calculated pursuant to the formula set forth above based on the applicable
Subordinated Percentage or Subordinated Prepayment Percentage, as applicable,
for the subordinated certificates for such Distribution Date with respect to all
of the Mortgage Loans in the mortgage pool, as opposed to the Mortgage Loans
only in the related loan group.
Residual Certificates. The Class A-R Certificates will remain outstanding

for so long as the trust fund shall exist, whether or not they are receiving
EXHIBIT 8 -198-
ID #:10022
current distributions of principal or interest. In addition to distributions of

interest and principal as described above, the holders of the Class A-R
Certificates will be entitled to receive certain amounts as described in the
pooling and servicing agreement. It is not anticipated that there will be any
significant amounts remaining for that distribution.
S-85
<PAGE>
REPORTS TO CERTIFICATEHOLDERS
The trustee may, at its option, make the information described in the
prospectus under "Description of the Certificates--Reports to
Certificateholders" available to certificateholders and to FSA on the trustee's
website (assistance in using the website service may be obtained by calling the
trustee's customer service desk at (800) 254-2826). Parties that are unable to
use the above distribution option are entitled to have a copy mailed to them via
electronic mail by notifying the trustee at its Corporate Trust Office.
ALLOCATION OF REALIZED LOSSES
On each Distribution Date, the amount of any Realized Loss on the Mortgage
Loans in any loan group will be allocated first, to the subordinated
certificates (other than the Class M-X IO Component) in the reverse order of
their priority of payment, beginning with the class of subordinated certificates
then outstanding with the lowest payment priority, until the Class Certificate
Balance or Component Principal Balance of each class of subordinated
certificates has been reduced to zero, and second, to the related classes of
senior certificates (other than the related Class X IO Components), as follows:
- with respect to loan group 1, any Realized Losses on the Group 1

Mortgage Loans that are otherwise allocable to the Class 1-A-1 or
Class 1-A-2 Certificates, will be allocated sequentially, to the Class
1-A-2 and Class 1-A-1 Certificates, in that order, until their
respective Class Certificate Balances are reduced to zero.
- with respect to loan group 2, any Realized Losses on the Group 2

Mortgage Loans that are otherwise allocable to the Class 2-A-1, Class
2-A-2, Class 2-A-3 or Class 2-A-4 Certificates, will be allocated
first, to the Class 2-A-4 Certificates, second, to the Class 2-A-3
Certificates and third, concurrently to the Class 2-A-1 and Class
2-A-2 Certificates, pro rata, in each case, until their respective
Class Certificate Balances are reduced to zero, except that any
Realized Losses that would otherwise be allocated to the Class 2-A-4
Certificates will be covered by the Class 2-A-4 Policy. See "Credit
Enhancement-- The Financial Guaranty Insurance Policy" in this
On each Distribution Date after the Senior Credit Support Depletion Date,
the Class X P Component of each class of Senior Class X Certificates will bear
the pro rata portion of any Realized Losses on the Mortgage Loans in the related
loan group or loan groups.
Investors in any class of Certificates to which Realized Losses that would

otherwise be allocable to such class are allocated to another class or classes
of Certificates should note the Class Certificate Balance of their class of
Certificates in relation to the class or classes of Certificates to which such
Realized Losses will be allocated as well as the Class Certificate Balances of
EXHIBIT 8 -199-
ID #:10023
any other class or classes of Certificates whose otherwise allocable Realized

Losses will be allocated to that class. The Class M-X Certificates have a higher
payment priority than the other classes of subordinated certificates. Among the
remaining classes of subordinated certificates, the Class M Certificates have a
higher payment priority than the Class B Certificates. Within the Class M and
Class B Certificates, the payment priorities are in numerical order.
The "SENIOR CREDIT SUPPORT DEPLETION DATE" is the date on which the
aggregate Class Certificate Balance of the subordinated certificates is reduced
to zero.
Because principal distributions are paid to some classes of certificates

before other classes of certificates, holders of the certificates that are
entitled to receive principal later bear a greater risk of being allocated
Realized Losses on the Mortgage Loans than holders of classes that are entitled
to receive principal earlier.
In general, a "REALIZED LOSS" means, for a Liquidated Mortgage Loan, the

amount by which the remaining unpaid principal balance of the Mortgage Loan
exceeds the amount of liquidation proceeds applied to the principal balance of
the related Mortgage Loan. See "Credit Enhancement -- Subordination" in this
S-86
<PAGE>
A "LIQUIDATED MORTGAGE LOAN" is a defaulted Mortgage Loan as to which the

master servicer has determined that all recoverable liquidation and insurance
proceeds have been received. See "Credit Enhancement -- Subordination" in this
"SUBSEQUENT RECOVERIES" are unexpected recoveries, net of reimbursable

expenses, with respect to a Liquidated Mortgage Loan that resulted in a Realized
Loss in a month prior to the month of the receipt of such recoveries.
S-87
<PAGE>
STRUCTURING ASSUMPTIONS
Unless otherwise specified, the information in the tables in this

prospectus supplement has been prepared on the basis of the following assumed
characteristics of the Mortgage Loans and the following additional assumptions,
which combined are the structuring assumptions:
- loan group 1 consists of 26 Mortgage Loans with the following

characteristics:
<TABLE>
<CAPTION>
REMAINING
CURRENT TERM TO GROSS MAXIMUM MINIMUM MON
PRINCIPAL MORTGAGE MATURITY EXPENSE MARGIN MORTGAGE MORTGAGE NEXT
BALANCE ($) RATE (%) (MONTHS) FEE (%) (%) RATE (%) RATE (%) ADJU
-------------- ------------ --------- ------------ ------------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
EXHIBIT 8 -200-
ID #:10024
9,282,900.00 1.0591140700 360 0.3840000000 3.0196584580 9.950 3.020

274,232,564.00 1.0581474215 360 0.3840000000 3.0440230350 9.951 3.044
247,500.00 1.0000000000 360 0.3840000000 2.8750000000 9.950 2.875
1,303,370.89 1.0482303238 359 0.3840000000 3.0222335192 9.950 3.022
2,370,000.00 1.5800632911 360 0.3840000000 3.5090717300 9.950 3.509
46,776,173.00 1.5981283516 360 0.3840000000 3.3674651590 9.950 3.367
376,000.00 1.7500000000 360 0.3840000000 2.9250000000 9.950 2.925
4,241,566.28 1.7500000000 360 0.3840000000 3.4589971503 9.950 3.459
702,000.00 2.0591168091 360 0.3840000000 3.5091168091 9.950 3.509
9,172,450.00 2.0937045173 360 0.3840000000 3.4480144345 9.950 3.448
3,513,560.00 2.1516894546 360 0.3840000000 3.3378100844 9.950 3.338
6,825,163.00 2.5820081147 360 0.4602937823 3.6074053433 9.950 3.607
4,573,093.02 2.7342953665 360 0.3840000000 3.4208822881 9.950 3.421
552,000.00 3.0000000000 360 0.3840000000 3.4500000000 9.950 3.450
9,125,452.00 3.1179866625 360 0.4076774573 3.5095843362 9.991 3.510
270,000.00 3.5000000000 360 0.3840000000 3.5750000000 9.950 3.575
4,349,390.00 3.5914352357 360 0.3840000000 3.4293186516 9.950 3.429
170,484.09 3.7500000000 358 1.1640000000 3.9250000000 9.950 3.925
272,349.42 4.8750000000 359 0.3840000000 1.8750000000 9.950 1.875
255,283.27 5.2500000000 357 0.3840000000 2.2500000000 9.950 2.250
22,200,047.80 5.7808120069 358 0.3840000000 2.7602904142 10.034 2.760
56,185,931.94 6.1488063434 359 0.3872211852 3.1071529076 9.922 3.107
371,093.12 6.1250000000 358 0.3840000000 3.0750000000 9.950 3.075
24,204,965.60 6.5952094916 359 0.4683606270 3.5484847170 9.950 3.548
9,154,293.31 7.1213264412 358 1.1035569389 4.0800576087 9.950 4.080
1,023,981.29 7.5000000000 357 1.5451106364 4.4426485092 9.950 4.443
</TABLE>
S-88
<PAGE>
- loan group 2 consists of 30 Mortgage Loans with the following

characteristics:
<TABLE>
<CAPTION>
REMAINING
CURRENT TERM TO GROSS MAXIMUM MINIMUM MON
PRINCIPAL MORTGAGE MATURITY EXPENSE MARGIN MORTGAGE MORTGAGE NEXT
BALANCE ($) RATE (%) (MONTHS) FEE (%) (%) RATE (%) RATE (%) ADJU
-------------- ------------ --------- ------------ ------------ -------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
4,931,330.00 1.1105518187 360 0.3840000000 2.8470824808 9.950 2.847
632,898,899.20 1.1065189984 360 0.3840000000 3.0170941817 9.950 3.017
2,215,212.80 1.0419682840 359 0.3840000000 3.2522943301 9.950 3.252
604,000.00 1.5000000000 360 0.3840000000 3.1500000000 9.950 3.150
62,747,142.00 1.5784109079 360 0.3840000000 3.2145609943 9.954 3.215
584,000.00 1.7500000000 360 0.3840000000 2.9250000000 9.950 2.925
21,146,499.98 1.7500000000 360 0.3840000000 3.2602545335 9.950 3.260
31,193,723.00 2.0485525445 360 0.3840000000 3.1698320188 9.956 3.170
471,200.00 2.0000000000 360 0.3840000000 3.4250000000 9.950 3.425
10,176,301.77 2.1351258544 360 0.3840000000 3.6862003039 9.950 3.686
6,705,259.00 2.6486049607 360 0.7026314652 3.5916993438 9.950 3.592
5,427,760.98 2.7293215839 360 0.3840000000 3.4118841622 9.950 3.412
35,310,785.00 3.0797520927 360 0.4648268004 3.4169720526 9.969 3.417
1,639,624.48 3.0993310127 360 0.3840000000 3.4958964897 9.950 3.496
8,372,177.83 3.5440643186 360 0.8224973366 3.7697504088 9.986 3.770
2,859,064.49 3.7125589514 360 0.5314265379 3.9985982196 9.950 3.999
EXHIBIT 8 -201-
ID #:10025
2,636,701.00 4.2348579721 360 1.1386192989 4.1641773754 9.950 4.164

744,000.00 4.0000000000 360 0.3840000000 4.0500000000 9.950 4.050
63,000.00 4.6250000000 360 1.2740000000 4.5250000000 9.950 4.525
1,485,383.59 4.7973199334 359 0.3840000000 1.8223199334 9.950 1.822
270,000.00 4.6250000000 360 0.3840000000 3.9250000000 9.950 3.925
12,712,572.99 5.2724479462 359 0.3840000000 2.2947184644 9.954 2.295
458,140.35 5.8750000000 359 0.3840000000 2.9000000000 9.950 2.900
84,402,179.33 5.7548819769 359 0.3840000000 2.7784237998 9.945 2.778
677,528.12 6.1884220946 358 0.3840000000 3.2134220946 9.950 3.213
157,255,956.59 6.1844827518 359 0.3936696907 3.2065915080 9.969 3.207
904,063.99 6.3750000000 359 0.3840000000 3.4000000000 9.950 3.400
393,778.19 6.0000000000 357 0.3840000000 3.0250000000 9.950 3.025
16,805,934.47 6.6009137500 359 0.5746771874 3.6126684849 9.950 3.613
6,083,033.82 7.1330499096 359 1.0954855295 4.1432169711 9.950 4.143
</TABLE>
S-89
<PAGE>
- the Mortgage Loans prepay at the specified constant percentages of

CPR,
- no defaults or delinquencies in the payment by borrowers of principal

of and interest on the Mortgage Loans are experienced,
- scheduled payments on the Mortgage Loans are received on the first day
of each month commencing in the calendar month following the closing
date and are computed before giving effect to prepayments received on
the last day of the prior month,
- the scheduled monthly payment for each Mortgage Loan is calculated

based on its principal balance, mortgage rate and remaining term to
maturity so that each Mortgage Loan will amortize in amounts
sufficient to repay the remaining principal balance of such Mortgage
Loan by its remaining term to maturity, as indicated in the table
above,
- the scheduled monthly payment for each Mortgage Loan (i) prior to its
next payment adjustment date, is the original monthly scheduled
principal and interest payment for such Mortgage Loan and (ii) on each
payment adjustment date, is calculated based on its principal balance,
mortgage rate and remaining term to maturity so that such Mortgage
Loan will amortize in amounts sufficient to repay the remaining
principal balance of such Mortgage Loan by its remaining term to
maturity, subject to, except that (a) the amount of the monthly
payment (with the exception of each fifth payment change date or the
final payment change date) will not increase by an amount that is more
than 7.50% of the monthly payment prior to the adjustment, (b) as of
the fifth payment adjustment date and on the same day every fifth year
thereafter and on the last payment adjustment date, the monthly
payment will be recast without regard to the limitation in clause (a)
above and (c) if the unpaid principal balance exceeds 110% or 115%, as
applicable, of the original principal balance due to Deferred
Interest, the monthly payment will be recast without regard to the
limitation in clause (a) to amortize fully the then unpaid principal
balance of the Negative Amortization Loan over its remaining term to
maturity,
EXHIBIT 8 -202-
ID #:10026
- prepayments are allocated as described in this prospectus supplement

without giving effect to loss and delinquency tests,
- there are no Net Interest Shortfalls and prepayments represent

prepayments in full of individual Mortgage Loans and are received on
the last day of each Prepayment Period, commencing with the Prepayment
Period beginning in the calendar month of the closing date,
- the initial Class Certificate Balance or initial Notional Amount, as

applicable, of each class of certificates (other than the Class P-1
and Class P-2 Certificates) is as set forth on the cover page of this
prospectus supplement or as described under "Description of the
Certificates" in this prospectus supplement,
- the Class P-1 and Class P-2 Certificates have initial Class
Certificate Balances of $0.00,
- interest accrues on each class of certificates at the applicable

interest rate as described in this prospectus supplement and the
Master Servicing Fee accrues on each Mortgage Loan as described in
this prospectus supplement,
- distributions in respect of the certificates are received in cash on

the 25th day of each month commencing in the calendar month following
the closing date,
- the closing date of the sale of the certificates is October 31, 2005,
- no seller is required to repurchase or substitute for any Mortgage

Loan,
S-90
<PAGE>
- the master servicer does not exercise the option to repurchase the
Mortgage Loans described under "Servicing of Mortgage Loans--Certain
Modifications and Refinancings," "-- Optional Purchase of Defaulted
Loans" and "-- Optional Termination" in this prospectus supplement,
- no class of certificates becomes a Restricted Class,
- the level of one-month LIBOR remains constant at 4.0031% and the level
of the One-Year MTA Index remains constant at 3.1630%, and
- the Mortgage Rate on each Mortgage Loan will be adjusted on each

interest adjustment date (as necessary) to a rate equal to the
applicable Mortgage Index (as described above), plus the Gross Margin,
subject to Maximum Mortgage Rates and Minimum Mortgage Rates (as
applicable).
Prepayments of mortgage loans commonly are measured relative to a

prepayment standard or model. The model used in this prospectus supplement
assumes a constant prepayment rate ("CPR"), which represents an assumed rate of
prepayment each month of the then outstanding principal balance of a pool of
mortgage loans. CPR does not purport to be either a historical description of
the prepayment experience of any pool of mortgage loans or a prediction of the
anticipated rate of prepayment of any pool of mortgage loans, including the
Mortgage Loans. There is no assurance that prepayments will occur at any
EXHIBIT 8 -203-
ID #:10027
constant prepayment rate.
While it is assumed that each of the Mortgage Loans prepays at the

specified constant percentages, this is not likely to be the case. Moreover,
discrepancies may exist between the characteristics of the actual Mortgage Loans
which will be delivered to the Trustee and characteristics of the Mortgage Loans
used in preparing the tables.
OPTIONAL PURCHASE OF DEFAULTED LOANS
The master servicer may, at its option but subject to the conditions set
forth in the pooling and servicing agreement, purchase from the trust fund any
Mortgage Loan which is delinquent in payment by 151 days or more. Any purchase
shall be at a price equal to 100% of the Stated Principal Balance of the
Mortgage Loan plus accrued interest on it at the applicable Mortgage Rate from
the date through which interest was last paid by the related borrower or
advanced (and not reimbursed) to the first day of the month in which the amount
is to be distributed.
OPTIONAL TERMINATION
The master servicer may purchase all of the remaining assets of the trust
fund and retire all outstanding classes of the certificates on or after the
Distribution Date on which the aggregate principal balance of the Mortgage Loans
and real estate owned by the trust fund related to Mortgage Loans declines to
10% or less of the aggregate principal balance of the Mortgage Loans as of the
cut-off date.
If the master servicer exercises the option, the purchase price distributed
with respect to each certificate will be 100% of its then outstanding Class
Certificate Balance and any unpaid accrued interest thereon at the applicable
pass-through rate, in each case subject to reduction as provided in the pooling
and servicing agreement if the purchase price is based in part on the appraised
value of any foreclosed or otherwise repossessed properties and the appraised
value is less than the Stated Principal Balance of the related Mortgage Loans.
Distributions on the certificates in respect of any optional termination will
first be paid to the senior certificates and then to the subordinated
certificates. The proceeds from any optional termination distribution may not be
sufficient to distribute the full amount to which each class of certificates is
entitled if the purchase price is based in part on the appraised value of any
foreclosed or otherwise repossessed property and the appraised value is less
than the Stated Principal Balance of the related Mortgage Loan.
Any Carryover Shortfall Amounts remaining unpaid when the certificates are
retired will be extinguished.
THE TRUSTEE
The Bank of New York will be the Trustee under the pooling and servicing
agreement. The depositor, the sellers and the master servicer may maintain other
banking relationships in the ordinary course of business with The
S-91
<PAGE>
Bank of New York. Offered certificates may be surrendered at the corporate trust
office of the Trustee located at 101 Barclay Street, 8W, New York, New York
10286, Attention: Corporate Trust Administration or at any other address the
EXHIBIT 8 -204-
ID #:10028
Trustee designates from time to time.
RESTRICTIONS ON TRANSFER OF THE CLASS A-R CERTIFICATES
The Class A-R Certificates will be subject to the restrictions on transfer

described in the prospectus under "Material Federal Income Tax Consequences --
REMIC Certificates -- b. Residual Certificates -- Tax-Related Restrictions on
Transfers of Residual Certificates -- Disqualified Organizations," "--
Noneconomic Residual Certificates" and "-- Foreign Investors." The Class A-R
Certificates (in addition to other ERISA restricted classes of certificates, as
described in the pooling and servicing agreement) may not be acquired by a Plan.
See "ERISA Considerations." Each Class A-R Certificate will contain a legend
describing the foregoing restrictions.
YIELD, PREPAYMENT AND MATURITY CONSIDERATIONS
GENERAL
The effective yield to the holders of each class of offered certificates

(other than the LIBOR Certificates) will be lower than the yield otherwise
produced by the applicable rate at which interest is passed through to the
holders and the respective purchase prices of the offered certificates because
monthly distributions will not be payable to the holders until the 25th day (or,
if that day is not a business day, the following business day) of the month
following the month in which interest accrues on the Mortgage Loans (without any
additional distribution of interest or earnings on them for the delay).
Delinquencies on the Mortgage Loans which are not advanced by or on behalf

of the master servicer (because amounts, if advanced, would be nonrecoverable),
will adversely affect the yield on the certificates. Because of the priority of
distributions, shortfalls resulting from delinquencies on the Mortgage Loans in
a loan group not so advanced will be borne first by the subordinated
certificates, in the reverse order of their numerical class designations, and
then by the senior certificates of the senior certificate groups to which the
shortfall relates pro rata. If, as a result of the shortfalls, the aggregate
Class Certificate Balance of all classes of certificates exceeds the pool
principal balance, the Class Certificate Balance of the class of subordinated
certificates then outstanding with the highest numerical class designation will
be reduced by the amount of the excess.
Any net prepayment interest shortfalls and any Relief Act Reductions that
are allocable to the Class 2-A-4 Certificates that are not covered by the Class
2-A-4 Reserve Fund will adversely affect the yield to investors in the Class
2-A-4 Certificates. Net Interest Shortfalls will adversely affect the yields on
the related classes of offered certificates. In addition, all losses on the
Mortgage Loans in a loan group initially will be borne by the subordinated
certificates, in the reverse order of their numerical class designations. As a
result, the yields on the offered certificates will depend on the rate and
timing of Realized Losses in the related loan group or loan groups.
Notwithstanding the foregoing, any Realized Loss on the mortgage loans

allocable to the Class 2-A-4 Certificates will be covered by the Class 2-A-4
Policy. See "Description of the Certificates--Allocation of Losses" and "Credit
Enhancement -- The Financial Guaranty Insurance Policy" in this prospectus
supplement.
For purposes of allocating losses to the subordinated certificates, the

Class M-X Certificates will be considered to have a higher payment priority than
each other class of subordinated certificates. Among the remaining classes of
subordinated certificates, the Class M Certificates have a higher payment
EXHIBIT 8 -205-
ID #:10029
If on any Distribution Date, the Applicable Credit Support Percentage for

any class of Subordinated Certificates (other than the class of subordinated
certificates then outstanding with the highest priority of distribution) is less
than its Original Applicable Credit Support Percentage, the Net Principal
Prepayment Amount, on the Mortgage Loans available for distribution on the
subordinated certificates will be allocated solely to that class and all other
classes of subordinated certificates with higher payment priorities, thereby
accelerating their amortization relative to that of the Restricted Classes and
reducing the weighted average lives of the classes of subordinated certificates
receiving the distributions. Accelerating the amortization of the classes of
subordinated certificates with higher payment priorities relative to the other
classes of subordinated certificates is intended to preserve the availability of
the subordination provided by the other classes.
S-100
<PAGE>
CREDIT ENHANCEMENT
SUBORDINATION
Any Realized Losses on the Mortgage Loans in any loan group that are
allocated to the related senior certificates will be allocated in accordance
with the priorities set forth in this prospectus supplement under "Description
of the Certificates - Allocation of Losses."
The rights of the holders of the subordinated certificates to receive

distributions with respect to the Mortgage Loans will be subordinated to the
rights of the holders of the related senior certificates and the rights of the
holders of each class of a group of subordinated certificates (other than the
class of subordinated certificates then outstanding with the highest priority of
payment) to receive the distributions will be further subordinated to the rights
of the class or classes of subordinated certificates with a higher payment
priority, in each case only to the extent described in this prospectus
supplement. The subordination of the subordinated certificates to the senior
certificates and the subordination of the classes of subordinated certificates
with lower payment priorities to those with higher payment priorities is
intended to increase the likelihood of receipt, respectively, by the applicable
senior certificateholders and the holders of the applicable subordinated
certificates with higher payment priorities of the maximum amount to which they
are entitled on any Distribution Date and to provide the holders protection
against Realized Losses.
For purposes of allocating losses and shortfalls resulting from

delinquencies to the subordinated certificates, the Class M-X Certificates will
be considered to have a higher payment priority than each other class of
subordinated certificates. Among the remaining classes of subordinated
certificates, the Class M Certificates have higher payment priorities than the
Class B Certificates. Within the Class M and Class B Certificates, the payment
priorities are in numerical order.
THE FINANCIAL GUARANTY INSURANCE POLICY
The following summary of terms of the Class 2-A-4 certificate guaranty

insurance policy (the "CLASS 2-A-4 POLICY") to be issued by Financial Security
Assurance Inc., which is referred to herein as "FSA" or the "INSURER", does not
EXHIBIT 8 -206-
ID #:10030
purport to be complete and is qualified in its entirety by reference to the

Class 2-A-4 Policy.
Simultaneously with the issuance of the Class 2-A-4 Certificates, FSA will
deliver the Class 2-A-4 Policy to the trustee, for the benefit of the holders of
the Class 2-A-4 Certificates. Under the Class 2-A-4 Policy, FSA unconditionally
and irrevocably guarantees to the trustee, for the benefit of any holder of a
Class 2-A-4 Certificate the full and complete payment of (1) Guaranteed
Distributions on the Class 2-A-4 Certificates and (2) the amount of any
Guaranteed Distribution which subsequently is avoided in whole or in part as a
preference payment under applicable law.
"GUARANTEED DISTRIBUTIONS" means, (i) with respect to any distribution

date, the amount, if any, by which the amount available to be distributed to the
Class 2-A-4 Certificates, pursuant to the priority of payment set forth in the
pooling and servicing agreement, is less than the Required Distributions and
(ii) to the extent unpaid on the last scheduled distribution date, after payment
of all other amounts due to the Class 2-A-4 Certificates, any remaining Class
Certificate Balance of such class of certificates; provided, however, that
Guaranteed Distributions will not include, and the Class 2-A-4 Policy will not
cover interest shortfalls due to any net prepayment interest shortfalls, Relief
Act Reductions, Debt Service Reductions, Net Interest Shortfalls, Carryover
Shortfall Amounts or any taxes, withholding or other charges imposed by any
governmental authority. Guaranteed Distributions shall not include (x) any
portion of a Guaranteed Distribution due to holders of Class 2-A-4 Certificates
because a notice and certificate in proper form as required by the Class 2-A-4
Policy was not timely received and (y) any portion of a Guaranteed Distribution
due to holders of the Class 2-A-4 Certificates representing interest on any
unpaid interest accrued from and including the date of payment by the Insurer of
the amount of such unpaid interest. The Class 2-A-4 Policy will not cover any
reduction in the amount of Interest Distribution Amount payable to the holders
of the Class 2-A-4 Certificates on any Distribution Date due to the Pass-Through
Rate for such certificates exceeding the Adjusted Cap Rate for such certificates
on such Distribution Date. For purposes of the definition of "Guaranteed
Distributions", any payment of interest previously made by FSA under the Class
2-A-4 Policy shall be excluded, from and including the date of payment by FSA
thereof, when calculating interest that is carried forward.
S-101
<PAGE>
"REQUIRED DISTRIBUTIONS" means for the Class 2-A-4 Certificates and any
Distribution Date, the sum, without duplication, of (i) the interest
distribution amount with respect to the Class 2-A-4 Certificates, minus any net
prepayment interest shortfalls or Relief Act Reductions and (ii) the amount of
any Realized Loss allocated to the Class 2-A-4 Certificates.
Payment of claims on the Class 2-A-4 Policy made in respect of Guaranteed

Distributions will be made by FSA following receipt by FSA of the appropriate
notice for payment on the later to occur of (1) 12:00 noon New York City time,
on the second business day following receipt of such notice for payment and (2)
12:00 noon New York City time, on the date on which such payment was due on the
Class 2-A-4 Certificates, as applicable.
FSA shall be entitled to pay any amount thereunder in respect of Guaranteed

Distributions, including any acceleration payment, whether or not any notice and
certificate shall have been received by FSA, shall be entitled to pay principal
under the Class 2-A-4 Policy on an accelerated basis if FSA shall so elect in
EXHIBIT 8 -207-
ID #:10031
its sole discretion, at any time or from time to time, in whole or in part, at
an earlier distribution date than provided in the definition of "Guaranteed
Distributions," if such principal would have been payable under the pooling and
servicing agreement were funds sufficient to make such payment available to the
trustee for such purpose.
If payment of any amount avoided as a preference under applicable

bankruptcy, insolvency, receivership or similar law is required to be made under
the Class 2-A-4 Policy, FSA shall cause that payment to be made on the later of
(a) the date when due to be paid pursuant to the order described below or (b)
the first to occur of (1) the fourth business day following receipt by FSA from
the trustee, of: (A) a certified copy of the order (the "Order") of the court or
other governmental body which exercised jurisdiction to the effect that the
holder of such Class 2-A-4 Certificate is required to return principal or
interest paid on such certificate during the term of the Class 2-A-4 Policy
because those distributions were avoidable as preference payments under
applicable bankruptcy law, (B) a certificate of the holder of such Class 2-A-4
Certificate, that the Order has been entered and is not subject to any stay, and
(C) an assignment duly executed and delivered by the holder of such Class 2-A-4
Certificate, in the form as is reasonably required by FSA and provided to the
holder of such Class 2-A-4 Certificate, by FSA, irrevocably assigning to FSA all
rights and claims of the holder of such Class 2-A-4 Certificate, relating to or
arising under such Class 2-A-4 Certificate, against the trust or otherwise with
respect to the preference payment, or (2) the date of receipt by FSA from the
Trustee, of the items referred to in clauses (A), (B) and (C) above if, at least
four business days prior to the date of receipt, FSA shall have received written
notice from the trustee, that the items referred to in clauses (A), (B) and (C)
above were to be delivered on that date and that date was specified in the
notice. Payment shall be disbursed to the receiver, conservator,
debtor-in-possession or trustee in bankruptcy named in the Order and not to the
trustee, or any holder of a Class 2-A-4 Certificate, directly, unless a holder
of a Class 2-A-4 Certificate has previously paid that amount to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the Order in
which case the payment shall be disbursed to the trustee, for distribution to
the holder of such Class 2-A-4 Certificate upon proof of payment reasonably
satisfactory to FSA. In connection with the foregoing, FSA shall have the rights
provided pursuant to the pooling and servicing agreement to the holders of the
Class 2-A-4 Certificates including, without limitation, the right to direct all
matters relating to any preference claim and subrogation to the rights of the
trustee, and each holder of a Class 2-A-4 Certificate in the conduct of any
proceeding with respect to a preference claim.
The terms "RECEIPT" and "RECEIVED," with respect to the Class 2-A-4 Policy,
shall mean actual delivery to FSA and to its fiscal agent, if any, prior to
12:00 noon, New York City time, on a business day; delivery either on a day that
is not a business day or after 12:00 noon, New York City time, shall be deemed
to be receipt on the next succeeding business day. If any notice or certificate
given under the Class 2-A-4 Policy by the trustee, is not in proper form or is
not properly completed, executed or delivered or contains any misstatement, it
shall be deemed not to have been received, and FSA or the fiscal agent shall
promptly so advise the trustee, and the trustee, may submit an amended notice.
Under the Class 2-A-4 Policy, "BUSINESS DAY" means any day other than a
Saturday, Sunday, legal holiday or other day on which banking institutions in
New York, New York, or any other location of any successor servicer, successor
trustee or successor securities administrator are authorized or obligated by
law, executive order or governmental decree to be closed.
S-102
EXHIBIT 8 -208-
ID #:10032
<PAGE>
FSA's obligations under the Class 2-A-4 Policy in respect of Guaranteed

Distributions shall be discharged to the extent funds are transferred to the
trustee, as provided in the Class 2-A-4 Policy whether or not those funds are
properly applied by the trustee.
FSA shall be subrogated to the rights of the holder of a Class 2-A-4

Certificate to receive payments of principal and interest to the extent of any
payment by FSA under the Class 2-A-4 Policy.
Claims under the Class 2-A-4 Policy constitute direct, unsecured and
unsubordinated obligations of FSA ranking not less than pari passu with other
unsecured and unsubordinated indebtedness of FSA for borrowed money. Claims
against FSA under the Class 2-A-4 Policy and claims against FSA under each other
financial guaranty insurance policy issued thereby constitute pari passu claims
against the general assets of FSA. The terms of the Class 2-A-4 Policy cannot be
modified or altered by any other agreement or instrument, or by the merger,
consolidation or dissolution of the trust fund. The Class 2-A-4 Certificate
guaranty insurance policy may not be canceled or revoked prior to payment in
full of all Guaranteed Distributions with respect to the Class 2-A-4
Certificates.
The Class 2-A-4 Policy is not covered by the property/casualty insurance

security fund specified in Article 76 of the New York Insurance Law. The Class
2-A-4 Policy is governed by the laws of the State of New York.
THE INSURER
The following information set forth in this section has been provided by
Financial Security Assurance Inc. ("FSA") and has not been verified by the
sellers, the transferor or the underwriter. No representations or warranty is
made by the sellers, the transferor or the underwriter with respect thereto.
FSA accepts no responsibility for the accuracy or completeness of this

prospectus supplement, the accompanying prospectus, or any other information or
disclosure contained herein or therein, or omitted herefrom or therefrom, other
than with respect to the accuracy of the information regarding the Insurer and
its affiliates set forth under this heading or incorporated by reference herein.
In addition, FSA makes no representation regarding the certificates or the
advisability of investing in the certificates.
General. Financial Security Assurance Inc., which is referred to in this

prospectus supplement as "FSA," is a financial guaranty insurance company
incorporated in 1984 under the laws of the State of New York. FSA is licensed to
engage in the financial guaranty insurance business in all 50 states, the
District of Columbia, Puerto Rico, the U.S. Virgin Islands and Guam.
FSA and its subsidiaries are engaged in the business of writing financial
guaranty insurance, principally in respect of securities offered in domestic and
foreign markets and obligations under credit default swaps. Financial guaranty
insurance provides a guaranty of scheduled payments on an issuer's
obligations--thereby enhancing the credit rating of those obligations--in
consideration for the payment of a premium to the Insurer. FSA and its
subsidiaries principally insure asset-backed, collateralized and municipal
obligations. Asset-backed obligations are typically supported by residential
mortgage loans, consumer or trade receivables, securities or other assets having
an ascertainable cash flow or market value. Collateralized obligations include
public utility first mortgage bonds and sale/leaseback obligation bonds.
EXHIBIT 8 -209-

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Case 2:10-cv-00302-MRP -MAN Document 231-2 Filed 01/17/11 Page 1 of 211 Page ID

1 II. THE STATE LITIGATION

1 conclusory, unwarranted deductions of fact, or unreasonable inferences.” In re Gilead

UNITED STATES DISTRICT COURT

CIVIL MINUTES - GENERAL

Present: The Honorable MARIANA R.PFAELZER

intervenor the Public Employees’ Retirement System of Mississippi (“Miss. PERS”)

follow, the motion is DENIED.

procedural history is helpful.

to the HEMT 2006-5 offering, because Plaintiff purchased those securities.

Motion, which was filed on June 18, 2010.

date of the Initial Complaint.

Const. Co., 414 U.S. at 553. According to the Supreme Court:

3089, 2006 WL 1212512, *5-6, 9 (E.D.N.Y. May 3, 2006).1

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